Ultimate Scarlet Spider: Seperation Anxiety
by Angelus-v1
Summary: 4th entry into my Ultimate Spider-Man saga. Several weeks after facing the Chameleon, Peter Parker has donned a new costume, a new identity, and is trying to get back to a "normal" life. But Carol Danvers is still after him in an attempt to govern all super powered individuals under SHEILD jurisdiction and has obtained a certain suit and it's owner to carry out her plans.
1. Chapter 1

1.

The sun had set two hours ago. People were arriving home from work or were going out on a date with their significant other. Others were skulking in the shadows silently looking for trouble or an opportunity to take part in said trouble. For roughly a year, those of the criminal element took full opportunity of the freedom afforded them by the supposed death of a certain wall crawler. That freedom was soon revoked as a new arachnid themed vigilante made his presence known. This one was darker, less friendly, and made it perfectly clear to those whose paths he crossed that he was the only web slinger to be afraid of.

His days were spent preparing for when he would go out on nightly patrols around Queens by working out in his attic bedroom. Where it was once suitable for an ordinary teenage boy, Peter Parker had changed it into an area suitable for an at home gym. Weights were stacked in the corner. A metal bench took its place towards the back of the room and was bolted to the floor. Mats lay on the floor with evidence of being heavily used. A small area was marked out for various scientific equipment and chemicals with pieces of metal lying on a table ready to be assembled into his signature wrist mounted weapons. In fact, the entire room looked to be a training area for a reclusive crime fighter with the only thing missing is a cave to put it all in. Now, the occupier of said room silently sat atop a small church at the far end of the area known as Queens, New York, resembling one of the many stone gargoyles found around the large metropolis of a city.

Donned in a blue and red outfit, the young man known as Peter Parker squatted down in front of a large white cross with the hood of his upper gray garment drawn over his head. The blue areas of his costume merged with the darkness around him with the red highlights making for a sinister appearance and were the only thing to stick out in the blackness of the night. Large, angry, white eyes shimmered with reflective light as he slowly turned his head this way and that. His breath filtered out of his mask causing no fog whatsoever to build up on the inside of his lenses. The exterior mechanical web shooters he wore caused his index and middle fingers to itch in anticipation of using them, but he had to sit and wait. He was on the hunt on this particular night, a hunt that could only end with him as the top predator in the city.

A tingle occurred in the back of his head. Immediately, he knows he is needed by someone at least three blocks away to his left. Opening his eyes under his mask, he raises his head until he's looking straight ahead. Standing up to his full height, the vigilante known as Scarlet Spider, leaps off his perch and fires a webline to snag a streetlamp to swing off into the night.

Buildings pass under him and the street becomes a dark gray blur as swoops through the neighborhood. It's a far cry from the city he used to patrol nightly but given the circumstances, as well as a certain someone still being angry at him for being caught in a compromising position with his girlfriend a week earlier, he was making the best of his situation. A car or two came to a screeching stop when he swung by with their drivers looking on at the red, blue, and gray blur overhead in an attempt to make out what it is, only to be yelled at to get out the way and move on with their night time plans.

Reaching a part of the neighborhood where it was harder to swing from streetlamps, Scarlet Spider began to fire weblines ahead of him to zip across several rooftops. Those he landed on were touched by his feet for an instant before he bounded back into the air to zip across the dwellings once again. In less than three minutes, he was crouched on a rooftop across the street where a young woman was being drug into a house.

Her screams were muffled by someone putting a hand over her mouth with another holding the door open and shutting it with the locks undoubtedly being applied soon after. He knew who they were. The cops had been looking for at least two or three men wanted for kidnapping young women for trafficking. A small smile spread on his lips from having the luck of finding them first.

The next few minutes were a blur to those inside the house. A dark colored figure burst in through an upstairs window. There were four young women in the room tied together and crying hysterically from the entrance of the vigilante. Black, spray-painted glass shattered on the floor as an armed gunman shielded his face from the debris. A gunshot rang out but Scarlet Spider ducked under the deadly projectile and punched the pistol from his grasp. A spinning roundhouse kick to the head put out him out of commission and Scarlet Spider soon crashed out through the door to keep surprise on his side.

The room across the hall was a storage room for a large amount of drugs and money but was voided of any criminals. The hallway was a different story as the sound of footsteps running up the stairs echoed off the walls. The moment one of the criminals came around the corner to investigate where the sound came from, Scarlet Spider snared him from behind with a web shot and drug him into the opposite room with him. The man didn't have time to yell before he was knocked unconscious. The other person running down the hall with him quickly unloaded several blasts of buckshot into the wall of the room his buddy was drug into. They were for nothing as a glob of webbing impacted against his stomach and encased him completely. Scarlet Spider wasted no time in delivering a head punt to the downed criminal before bounding down the stairs to find the two criminals and the girl from earlier.

Without pause, the masked individual attacked the criminals as the young girl crawled clear of the chaos. The first of the two tried to stab the vigilante but failed to do so as his hand was encased in webbing and a fist backhanded him away. The second grabbed the hero from behind but was head-butted back and kicked in the chest, causing him to crash through a dust covered coffee table. Moving his attention back to the first one, Scarlet Spider snared him with a webline and flung him onto his partner. A blast of his glob of web incapacitated both men who were now unconscious.

Using his spider sense, Scarlet Spider didn't detect anymore traffickers in the house. Five criminals lay unconscious in the dwelling with five young women safe from any harm.

"Get out," he told the woman on the floor. "And call the cops."

"Who, who are you?" she asked in near hysterics. Tears were still on her face with trails of mascara snaking their way down her cheeks.

"A friend. Now go." Before she could pose any more questions or make any statements, Scarlet Spider leapt back up the stairs to both web up the remaining two criminals and free the other four girls.

He stayed near the house until the police arrived. The four girls were all looked over and were met by their parents shortly after. No one noticed the vigilante within the shadows who kept a close eye on everything until all five of the criminals were loaded, web and all, into a few police cruisers then driven away. Reaching into the right pocket of his gray hoodie, he pulled out a small luminescent watch and checked the time before silently web zipping away.

Several minutes later, the masked hero arrived at a house and crawled into a second story room, which had its window open and a single dim light on. No cars were in the dive way, no pedestrians were out walking by, and no cars cruised past. He was completely in the clear of being spotted.

Upon stepping foot in the room, he removed his hood and mask as he was greeted by the young red headed woman of his dreams. She was waiting for him to come over and made sure to leave her bedroom window open for when he arrived. He looked upon her as she came through the door wearing a pair of blue boy shorts and a red tank top, an outfit she had chosen especially for him.

"My mom won't be home till ten fifteen at the earliest," Mary Jane told him.

"My aunt won't be back until eleven," Peter responded.

"That gives us around an hour and a half on my end, Tiger."

"Plenty of time." He unzipped his hoodie and let it fall to the floor with the rest of his costume and her clothes soon after.

The next morning, Peter awoke with his alarm blaring a Guns 'N Roses song, which he immediately turned off. It wasn't like it was a good song; it was just that he set it too loud when he got home last night. Climbing out of bed wearing only his boxers, he hastily made his way over to his dresser for a shirt and pair of sweat pants before shaking the lagging sleep out of his system and rushed downstairs to see what was for breakfast.

"Morning Aunt May," he said as she ran into the kitchen.

"You're up early Peter, what's the occasion?" She removed several strips of bacon from a frying pan and placed them with half a dozen others on the table where Gwen was finishing off her French toast.

"I gotta go into the city and I only have about two hours to do it in." Grabbing the gallon of orange juice, he slammed the refrigerator door shut and plopped in a seat at the table across from Gwen. "Kinda in a hurry."

"What for Pete?" Gwen asked.

"Stark's holding a press conference. I need to see him about something."

"About what?" May asked.

"I had an idea last night. I was at a church and-"

"Wait a second," Gwen interjected. "You went to church last night?"

"No, I was at a church last night patrolling around the neighborhood when I got an idea of what to do with my extra life."

"And what coyote scheme did you come up with?" his aunt asked.

"Okay, hear me out. I've been going for runs in the mornings every day and go to the gas station to pick up a few things every now and then. With the blond hair and sunglasses on, nobody has noticed who I am. So I was thinking, maybe I could go back to school as someone besides Peter Parker."

Silence filled the kitchen for a moment.

"Are you sure that's what you want?" Aunt May asked. "Because I don't think that's a very good idea. You'll be much closer to the students than the people at around here and they could figure out who you are in an instant."

"That's just it, Aunt May. I ran into a group from Midtown the other day and none of them noticed who I was even when I asked one of them if they had the time. I was thinking that maybe I could be my cousin twice removed or something like that."

"Ohh, I have an idea," Gwen spoke up. "If you're gonna do this, you gotta do it right."

"Should I be afraid of what you're gonna suggest?" Peter asked with a worried face.

"Nah. Okay, first you should get a tan. Second, learn Spanish or some other language. But not Klingon. Third, you could learn to speak with an accent and be Peter's foreign cousin, which is why you look like him but were never around here to begin with. I even have a name for you."

"And what is this name, Gwen?" Aunt May asked with a grin brought on from the blonde girl's racing imagination.

"Miguel O'Hara."

Peter looked at her as if she were out of her mind. "Uh, no. That would never work.

**AN: For those who are new to this, this is a continuation of my Ultimate Spider-Man saga and takes place after: Heroes Never Die, Valentine Luck, and Face Off, in that order. So for the full story, I reccomened reading those first so you can get caught up. For those of you who have been around since the beginning of the saga, I'll be revising and posting updated chapters of the others to erase my grammer mistakes and add some suggestions that I've been given to add more "meat" to the overall story. With that said, thank you for reviews and comments and I hope you all enjoy.**


	2. Chapter 2

2.

"Mr. Stark."

"Mr. Stark."

"Tony."

"Mr. Stark."

A multitude of reporters scrambled to get a speaker's attention as he left his podium. Tony Stark, known to the world as Ironman, dismissed himself from a press conference he held in front of the Metropolitan Museum of Modern Art. A few quick waves here and there was his response to them all as he headed for his limo with several bodyguards flanking him to protect him from a crowd who desperately wanted a comment from the superhero.

Slipping on a pair of sunglasses, Tony quickly descended the few steps from the elevated podium he and other city big wigs occupied as an assistant of his directed him to a nearby limousine. His chauffeur opened the door and waited as Tony climbed in before moving and inch. With a wave to the bodyguards, the chauffeur went to get in the vehicle but found it locked. Unknown to him it was really sealed shut on the inside by a coating of near transparent webbing. He began to slam his meaty fists on the door and call for Tony who was staring at a blond teenager in a hoodie sitting across from him.

"You know, I wish I could say I'm not surprised to see you again but I really didn't think I would see you again. Nice hair by the way. You could pass for Steve Rodger's son like that." Reaching over to a mini fridge, Tony pulled out a Scotch glass and a bottle of the liquor it was meant for.

"Thanks," Peter said flatly. "I couldn't decide whether to where it up or down today."

"How about slicked back and parted to the side with a little "S" curl for "Spider-Man."

Peter looked at the scotch drinking Stark with a raised eyebrow. "I'd rather die my hair black and gel it until it becomes hard as a rock. And maybe grow a goatee and walk around like a douche wearing a suit of armor."

Tony put his glass down and looked straight in Peter's eyes for a moment. "What do you want Parker. And make it quick. I doubt my chauffeur is having a fun time out there with all his banging."

"Okay." Peter shifted in his seat across from Stark. "I want a new identity."

"What, running around as Spider-Hood isn't good enough? I swear, Parker, all you need is a pair of green tights and Friar Tuck."

"Stark."

"Okay, I'm kidding. But Stark Industries is not a charity and I don't owe you anything."

"What about all the months I was forced to work for you? All the crap I had to put up with and threats of living behind bars for the rest of my life? I think I'm entitled to something more for having my life stolen from me."

"You mean the fact that I went out of my way to let you out of SHIELD custody isn't enough? Sure it was partly to irritate Danvers with everything she's done, but we also trained you to stay alive."

"Tony, you don't get it," Peter said while raising his voice. "I want a life. I want to go back to school. I want to live like a normal freaking teenager without having to constantly look over my shoulder to see if one of my enemies is right behind me." He paused a moment as the chauffer's banging got louder. "And will you tell that idiot out there just shut the hell up?"

Rolling the window down, Tony told his chauffeur to take a break then turned back to Peter. "Just so you know, most of the criminals you know and have fought are dead or will never see the light of day due to us keeping them in suspended animation indefinitely."

Peter moved to the edge of his seat and leaned in closer to Stark with a stern expression on his face. "Osborn."

"What?"

"Norman Osborn. What happened to him?"

After taking in other drink, Tony replied, "He's dead. He died on the bridge shortly after you. Sick SOB even had a smirk on his face when he died."

"You sure about that?"

"Yes."

"I mean, did you see his dead body and get rid of it?"

"Parker, he's gone, trust me."

Exhaling a deep breath, Peter sat back. "If only I could."

Looking the young man over, Tony finished the rest of his drink before speaking to him again. It was true what he said to him the night he let him go, he could definitely identify with him; more so with the trust issue where Carol Danvers' SHIELD was concerned. "Fine, Parker. But this is it. After this, it's done. No more favors. The next time I see you, it better not be to ask me for anything."

"It won't," Peter said. He reached into a pocket and gave Tony a piece of paper. "This is the identity I want. The sooner, the better. Everything I could think of, parents, past, the relationship to "me", I made sure all my bases are covered."

Looking the paper over, Tony sat his glass down and carefully read what was written. "Benjamin Parker, huh? Interesting. I'll take care of this, but one of these days, you'll have to reveal yourself. That's the only way you'll ever really have a life."

"Yeah, well," Peter said as he moved to get out. "Until my family and friends are safe, that will never happen…again. Oh, uh, one more thing."

"What is it now, Parker?"

"You've been with a lot of woman, right?"

"I'm not giving you the talk," Tony said after a brief pause.

"No, it's not that, it's, well…have you ever been…uh…caught?"

"Doing what?"

"It."

"I need another drink." Tony poured himself another glass full and drank near half of it in one gulp. "Like I said, you're on your own. I won't even touch that one."

"It's just; I don't know what to do."

"Your aunt catch you?"

"Actually, it was my girlfriend's mom."

Tony stared at him for a moment. "Ouch."

"Yeah."

"Well, good luck with that one. Besides telling you to be sure there's no sex tape, all I can tell you is to come see me when you're old enough to drink."

With a sigh, Peter opened the door and halfway stepped out when Tony called him back. "One more thing, watch out for Carol. She's doing something behind our backs but we don't know what it is yet. Since we've distance ourselves from her, she's been going for you, something about being in control. So when you're out there, be careful."

Looking at Tony's facial expression and hearing the tone of his voice, Peter nodded then left.

"Osborn," Stark said with a sigh when he was alone. "Kid has no idea. And neither do I."

Over in the Traskilian, in a sectioned off area, Carol Danvers stood before a large glass tube with a sleeping Eddie Brock inside. The black suit he wore sat next to him a smaller tank but had taken on a slightly fainter color as of late. Had it not have been for a harmonic barrier surrounding the suits containment tank, it most probably would have attempted to escape by now.

"How are the other four?" Carol asked one of the scientists. She wore her standard issue black suit as she walked into the science laboratory.

"Stable," one of them told her. "Bio readouts are good. The suits have bonded with them terrifically. They are ready to go when you are."

"Keep subject zero under," Carol said as she looked over the sleeping Brock. "No use waking him until where we're through." With the push of several buttons, another one of SHIELD's scientists turned up the drug coursing through various tubes hooked up to Eddie to keep him asleep.

The suit, even though it looked like just another blackish liquid, was fully aware of what was going on. It was impossible to know how it sensed its surroundings, but it knew everything that was happening and "called out" to its host, Eddie Brock.

As Carol spoke to the scientists around her, Eddie and the suit engaged in a sort of conversation using mental pictures. Images of them sitting in a park next to a man filled his head followed by the sensation of being contained in a device he was carrying. For a time, everything was a blur until the man, now wearing a metallic suit resembling an insect, exchanged a clear chamber for a briefcase. The people that took it away later changed into white lab coats with the insignia similar to what the blonde woman in the laboratory was now wearing. The last images were of a painful separation from its host with parts of it further separated and given to four other individuals.

With the people in the room preoccupied with themselves, Eddie sent the suit mental instructions and it obliged. Concentrating on a single point of the glass container, the suit formed a spiked point and applied pressure slowly to the side of the glass as it made a drilling motion. Even though the harmonics field hurt it, the suit continued to work on its escape with Eddie telling it what to do. A crack formed, small and barely noticeable in the glass and suit slid out.

Had the scientists in the room paid more attention to the sleeping Eddie Brock, they would have seen the faintest of grins from on his face. A white "eye" formed on the black substance and relayed what it saw to its host as it slid around in the shadows, stopping when it sensed the possibility of it being discovered and continuing when it was safe.

It wasn't until it reached a computer terminal when its search stopped. The words "emergency release" were displayed on a monitor with Eddie Brock's containment chamber highlighted. The screams of those inside the laboratory soon filled the room.

Three Days Later:

"So in short ladies and gentlemen, your mid semester exam will cover not only what we went over this semester so far, but will also include what we will discuss up to the day before the exam. This means you will have one week to prepare."

Standing from where she was leaning on her desk, a middle aged woman paced before a classroom of students. While it appeared as if they were listening to her, they were actually hung up on their own plans. Several students, with their cell phones hidden under their desks, texted back and forth a joke or two that mocked the teacher, what they were doing after class, flirtatious comments, and of course, anything to do with prom.

"I also want to inform you all that if you plan on having a passing grade for the semester, as well as be allowed to attend prom, you need to do extremely well on this test and-"

"Excuse me," a young man wearing a pair of sunglasses said as he entered the room." Um, I was told this was my new class."

"And who might you be?"

The students all looked up at the new comer. Several of the girls ran their eyes over his body while the guys sized him up as he entered the classroom. He filled out his jeans and yellow shirt quite nicely, an obvious statement that he worked out. His short hair was a dark brown near his scalp and faded to blond shortly after. A few of the students went from texting about their plans to talking about the new comer, some in the mature manner. Only one girl behaved differently though. She was a shapely redhead sitting in the second row of the class room and had her emerald eyes wide open in disbelief.

The new student stood before the class and removed his glasses. A few students took a double take as he did so while others began to mumble.

"My name's, Parker. Benjamin Parker. I'm, uh, Peter Parker's cousin. Once removed."

The room instantly went silent.

**AN: W****ill** **Zona, Venomous059, stick around, guys. I'm gonna try to put more into this one.**


	3. Chapter 3

3.

School went by just as Peter, now Benjamin, had pretty much figured. He was reintroduced to the principal, counselor, and other faculty members as well as his new teachers. Students, most he had never met before, stopped by to give the cousin of Peter Parker their condolences along with their welcome. While he appreciated the sentiments, it was also awkward being told what others thought of him since he was right there. Even Lori Baumgartner, formally one half of the mother and daughter duo known as the Bombshells, stopped him in the hallways and let him know how Peter saved her life as Spider-Man when she was still a criminal.

It wasn't until free period when he, Gwen, and Mary Jane finally got some time alone. Ditching the library in favor of someplace quieter, the three snuck outside to a windowless corner of the school as to not be disturbed.

"So, Benjamin," Gwen said as the three stood against the wall.

"Just Ben," Peter told her.

"Ben, you had a stay out of school free card and decided to toss it out the window so you can come back and waste eight hours of your day listing to teachers go on and on about stuff you already know? And to think, I thought you were cool and I was rubbing off on you."

"It gets boring staying indoors all day. Nothing to do besides read and work out." He struck a pose to flex his muscles at the last words as he jutted his chest out. All the working out he was doing made him larger but he still kept himself streamlined for when he would wear his costume from time to time. "I'm a beast in the gym."

"Oh yeah, some beast," Mary Jane said a while playfully slapping his arms down. "You've got mountains for arms, Tiger."

"I didn't hear you complaining last week," he replied with a smile. Mary simply grinned as her face turned a shade of red.

"Speaking of which," Gwen said. "After we get home, make sure to tell May I kept you two apart today, okay?"

"No problem," Peter told her before taking a sip of his root beer.

"By the way, why Benjamin? You could have gone with something, something more international, like I suggested. You could have been called Miguel O'Hara." Gwen's hands rose in the air as if framing the name.

"Uh, no. I'll stick with Ben for the time being."

"You should learn to think outside of the box more Pete, er, Ben."

"I'll leave that up to you."

"So uh, is your aunt still mad at us for…you know," Mary Jane asked. She tightened her jacket around her as a cool spring breeze swept over them.

"Why do you think she has Gwen in helicopter mode? After school, I'm to head straight home with Gwen, where Aunt May will call me, and if I'm not there to pick up, she'll rush over to make sure I'm alone in the house and far away from you. I even had to relive the talk with her all over again."

"Ouch," Gwen said. "Sucks to be you."

"Well at least you only had the talk," Mary Jane said. "I had to watch the video my mom used the first time around. Those science documentaries don't edit out anything."

"You're lucky had a video. Uncle Ben used two of my model robots as a demonstration the first time around. I could never look at or display them again after that." Reflecting on that incident made Peter shutter. "No more robots, man. No more robots."

Halfway across the city, a hooded Eddie Brock made his way through back alleys and overcrowded streets. Those around him dismissed him as a bum and paid him little to no attention as he rushed by. Getting out of SHIELD headquarters had taken a toll on him and his other half. The symbiotic suit he wore had sustained a moderate amount of damage from the electrical weapons they used on him. As a result, he felt extremely weak even after resting for two days straight before being able to recall his suit to cover him. After three hours of concentrating, he was able to form shoes, pants and a hoodie so that he may be able to go out in public.

As he continued down the crowded sidewalk, a solitary figure monitored his biometric form from high above the street. Donned in regulation black SHIELD fatigues, the figure silently followed him shortly after his escape from the Traskillion where the few who survived his initial escape quickly went into action by orders of an injured Carol Danvers.

"Target in sight. Holding position for further orders," the lone soldier said into his ear mounted communicator.

"As soon as the target is in an isolated area, engage," a SHIELD agent ordered. "Back up is on route. Happy hunting."

Keeping low to be building's rooftop, the SHIELD agent silently trailed be unsuspecting Eddie Brock for several more blocks. After watching him steal several hotdogs from a vendor and ducking into an alleyway, the agent launched himself across the street and landed behind a billboard opposite where he was without alerting those on the street to his presence. It didn't take him long to find Eddie as he was currently gorging on the stolen food while sitting on a beaten up trash can.

Keeping the escapee his sights, the agent crouched down on the edge of the building and proceeded to slide his hand down the side of the structure. Instead of toppling down the side and crashing on the ground, the soldier crawled down the brick and mortar structure. The further down he got, the more his clothing began to not look right as it seemed to melt and change from a form fitting black cloth ensemble to a form fitting black and green suit similar to the black one Peter wore when he first donned the living suit.

Shoving the last of his fifth stolen hot dog in his mouth, Eddie was completely unaware of what was fifty feet above him. Crawling stealthily closer, the suit clad SHIELD agent extended an arm as a tendril manifested itself out of his palm towards his target like a snake after prey. It silently dipped behind the gorging young man. And when the opportunity presented itself, it quickly wrapped around his neck tightly and hoisted him up.

Eddie's first instinct was to grab at whatever was cutting off his air supply. His legs kicked wildly as he was lifted into the air. Letting out a sharp gasp for oxygen, he concentrated on summoning his suit to form around him but was still too weak to do so. However, he was successful at manipulating his suit to form claws on his hand and sliced his way free.

Several trash filled cans broke his fall to the concrete pavement below. The fall was enough to rattle his bones and stun him for a moment. With a grunt, he turned over just in time to see another tendril shoot towards him and barely missed puncturing his body where his liver was.

"Get away from me!" he yelled as he tried to evacuate the alleyway.

Before he could reach freedom, several razor sharp tendrils speared the ground before him with his attacker landing just a few feet behind him. It was then when he felt his skin crawl. Whoever this was, was wearing a suit like he had and triggered something inside him to come to life.

The pores of his skin widened dramatically to allow a black tar like substance to flow out from under his skin. The suit he wore felt fully rejuvenated as it covered his body from head to toe. His physique had increased at least threefold with claws sprouting out from his fingertips. The last thing to happen to his body was his jaw elongating and growing razor sharp teeth. A roar exploded from his mouth as he stood at full height and stared down his doppelganger.

The suit wearing SHIELD agent let out a loud screech before charging at Eddie. Both otherworldly beings collided in the center of the alleyway and tore into each other violently. The SHIELD agent skewered the escapee with spear like tendrils through the chest as his face was clawed to expose his human face. As the agent tried to withdraw his tendrils, Eddie sprouted several of his own and impaled the agent in return.

It wasn't Eddie's doing. It's not that he meant to attack in such a manner. It wasn't as if he intended to kill him, he just wanted to get away. But the suit wanted different. The longer his own tendrils were embedded in the agent, the stronger and he felt…the stronger he and the suit felt.

What was a screech in anger turned into a screech of pain. The attacking agent's suit began to recede off his body and was absorbed by Eddie's suit, which grew darker in coloring. The agent let out a scream as his suit was ripped out of his body through his pours. His skin started to pale and in no time at all, his eyes rolled back in his head and he was left as a dried husk on the ground.

Leaning back Eddie released a loud roar that sent those nearby on the street into a panic. The alley was trashed from the battle with the concrete floor full of holes and garbage cans lying everywhere. Calling the suit back into him, the newly disguised Eddie made it form back into the clothing he had earlier and fell to the ground. His face was locked in a shocked expression as he crawled backwards into some ripped trash bags with its contents sprawled on the ground.

"Wha…what the…huh?" He looked himself over, feeling stronger and went over what just happened. The suit, his suit, felt as if it were in on autopilot. He had no control over it during whatever it was doing but one thing was certain, it felt stronger.

Before he could mull over it further, several police sirens were heard in the distance. With one last look at what he did to the SHIELD agent, he got to his feet and made his way up to the rooftops.

A short distance away, a young woman with jet black hair spied on him with high-tech binoculars. She watched as Eddie climbed to the nearest roof then bounded away using his tendrils to travel from rooftop to rooftop like a gorilla swinging through the jungle.

"X-23 to Fox den, target acquired, first agent is K.I.A, repeat, K.I.A. Preparing to pursue."

"Good job, X-23," a female voice transmitted over the young woman's radio. "Follow him and then carry out the second stage of the plan. I need that suit back!"

"Affirmative, Commander Danvers. X-23, out."


	4. Chapter 4

4.

With barely a week behind him, Ben Parker found the only thing missing from his new identity was street cred. As Peter Parker, he was known as a nerd, a social outcast that was never accepted by those around him except for a few. Ben offered a new opportunity to shape his life the way he wanted. His clothes were of a different style then what he wore as Peter but his gym clothes were the same. In fact, everyone wore the same clothing and colors while in gym, a white shirt with red shorts.

"All right, students," the gym coach bellowed to his line of school kids. "Today, war will be waged, a war which will be fought with red kick balls. That war…is Battle Ball."

Several of the students expressed their eagerness for the game while others let their disdain for it be known. Two captains were chosen with one selecting thirteen players and the other getting twelve. Leading one team was the high school bully and 'big man on campus' Flash Thompson. Gwen was chosen to be on his side while Ben and Mary Jane were on the other, outnumbered group. The whistle was blown and the game begun with several students rushing the line separating the sides to grab a kickball as fast as they could.

While about half of his side rushed the set of kick balls, Ben backed up further along with Mary Jane and watched the battle breakout. Three of his team were tagged right off the bat and two of the other team made their way to the bleachers as well. Streaking red blurs flew through the air as they seeked out their targets. Some were beaned in the head, others were hit in the chest. One found themselves facedown after getting hit in the back. Mary Jane was taken out when she failed to catch a ball thrown to her while Gwen was tagged in the foot by another student. Ben; however, was dodging throws left and right.

After ten minutes, Flash's side was down to five players while Ben was all alone for his team. The 'big man on campus' made the new student his prime target throughout the game but saw every ball he threw miss by a mile. Getting fed up that someone was capable of moving better than him, he motioned for the remainder of his team to gang up on Ben. It may have looked like a sound strategy, but it was for a completely different purpose all together.

"So, 'Ben' looks to be having a little too much fun out there, don't you think?" Gwen asked as she slid up beside Mary Jane.

"A little too much?" the red head said. "It looks like he's close to swinging around the gym."

As Ben slid across the floor to dodge three kickballs coming his way, a fourth ball made a beeline to strike his head. It was caught one handedly and thrown back to its side of origin. The kid that threw it was making his way to the sidelines as the ball smacked another student in the thigh and forced her to sit out. Another ball whizzed through the air and sailed under an airborne Ben as he leapt over the projectile and grabbed another one that was resting on the ground. It flew out of his hand and tagged another student in the arm.

"Maybe someone should tell him he's not being too secretive about his identity." Mary Jane crossed her arms as her boyfriend knocked out yet another player.

"He's your problem, red. I only had him for a moment compared to you." Gwen tied back her long blonde hair and noticed something happening to Ben's hands. "Hey, are his hands looking a bit more…veiny?"

Looking over to the last player left standing on their side, Mary took a good look at his hands. Instead of being smooth looking, they appeared to be pulsing with thick veins stretching from his fingers up his arms.

"What is that?" Mary asked.

"Has he been acting differently since coming back?"

"Not that I can tell."

Both girls kept their eyes on him as he now looked to be playing with the last one on the other team, Flash.

"Come on Thompson," Ben said as he strolled closer to the dividing line. "I thought you were the big shot around here. Throw the ball."

Panting, Flash looked Ben over. He had never been tagged in Battle Ball before and had never met someone as skilled as the new kid. It took everything he had to not get hit and he was at his ropes end. Ben on the other hand looked to still be fresh. It was impossible to still be that way after running around this much unless…

"What's keeping you?"

"I don't know," Flash answered. "It might be the way you keep flipping around."

"Gymnastic team's captain at my old school. Near Olympic level."

"You sure about that?"

"Whatever it is your tiptoeing around, stop and just spit it out." Ben narrowed his eyes, focusing on what Peter's old bully would do next.

"And what were your colors? Red and blue?"

A surprised twitch swept across Ben's face that Flash barely caught. It immediately vanished as he got his head back in the game less than a moment later. Taking that time to make his move, the lone man on his team wound up and threw his ball hard at Ben. As the spherical projectile flew through the air, Ben caught it, spun, and flung it back to Flash. It struck him on the side of his face, sending him down to the wooden floor with spittle flying out of his mouth.

"That's game!" the coach yelled after blowing his whistle.

Mary and Gwen were the first ones up to Ben and made sure to block anyone from seeing his hands. The red head whispered to him to check his hands as the others reclaimed their sides for another round. One look at his extremities made his eyes grow wide and his heart skip a beat.

"Okay, good round," the coach said. "Before we get this next round started, we've got a new student joining us. She'll be on the team down a player so…Parker, what are you, Watson, and Stacy doing over there?"

"Um, nothing coach," Peter answered. "They were just, uh…"

"We were just congratulating him on being the only person to have ever gotten Flash out," Gwen said, thinking fast.

"Well a big congrats to you," the coach said. "But just so you know, I don't care whose cousin you are, new or not, no student will hold up my class and not pay attention to me. Understood?"

"Yes, sir. Sorry, sir." Looking at his hands again, Ben was relieved they weren't pulsing with his veins anymore. He led Mary Jane the way back to the wall for the next round as Gwen went to her side.

"As I was saying, we've got another new student. She just transferred here from Canada so someone please, have her understand the rules of Battle Ball as we play. Oh, and I guess she'll introduce herself."

The sound of sneakers slapping the gym floor had everyone turning their heads in the direction of a young girl walking up to them. Chopped black hair bounced lightly around her neck. Black eyeliner and lipstick adorned her face, making her already pale skin seem even more milky. As everyone looked at the new arrival, Ben instantly froze at the sight of her. Mary caught his expression out of the corner of her eye and knew he and the girl had met before. She remembered the stories he told her about his time as a SHIELD prisoner and was forced to work for the organization. One name came back to her, the name X-23, female clone of Wolverine.

"I'm Laura Howlett," she said in a gruff voice for a teenage girl and struck a pose with a hand on her hip. "What the hell side am I on?"

Across the city in Queens, Eddie Brock ducked inside an old phone booth resting on its side in a scrap yard. While not looking to make a call, he did find what he wanted as he searched it over, a phone book. His search for one took him to numerous junk yards as New York had far too few booths left, fewer with a phone book that wasn't twenty years old or stolen. He was just glad he lucked out when he did.

"Come on, Parker, Parker, Parker… Why'd you have to move, Peter? P, a…p, a, r…p, a, r,…Parker, May, finally." Tearing out the page with May Parker's information on it, he read it over once before stuffing it into a pocket then snuck back out of the yard.

Back on the streets, Eddie did his best to hide in plain sight in case any more SHIELD agents were on his trail. Not only did he have to contend with an organization hell bent on controlling anyone with 'super powers' but know there were the ones with a suit like his. True the one he had on right now felt stronger after it absorbed the one the last agent wore, but it still didn't feel one hundred percent. It was missing something; a part of himself was missing from the whole.

Since he was attacked yesterday, he had been staying underground, coming out only at night to search for a meal out of dumpsters before returning to his hiding place to think. It took him this long to realize only one person would know of something he could do, Peter Parker. He had been out of it since being captured by someone calling himself, The Beetle and had no idea where Peter would be after he found his old house to be empty. The sight of a different costumed Spider-Man raised his hopes but the suit could tell it wasn't him. It wanted to eat him instead upon discovering it was an imposture by surrounding him until he was absorbed, like how an amoeba eats its prey.

After another hour of searching, while disguised as a postal worker, Eddie found the new home of May and Peter Parker. No one was home but that didn't matter. All that mattered was he found the house. When Peter got home, he would have to convince him to help, despite what he did last time involving absorbing the clone Gwen's suit and trying to kill him as well. After a car drove by, he made sure no one was looking and fired a tentacle to the second story window. When he found it unlocked, he let out a sigh of relief and entered the empty house.

"Moved into the attic, nice." Eddie said as he looked the large room over.

He walked around it, looking at everything Peter had and being careful as to not mess with too much. One thing he noticed was half of the area resembled a room with the other half looking like a partial home gym. A desk sat against the wall with a desktop computer on sleep mode, giving off the only light in the room besides the sun. He froze when he saw what was tacked on the wall above the machine, newspaper clippings with black scribbles and angry writing on them.

"Whoa…" Eddie said as his face became pale. "You're dead?"

**AN: I'm gonna take a small break on this since Christmas and New Years are coming up and It's gonna get crazy for me. That, and I also got another idea to add to this so I need to rewrite some things for future chapters. So until then, thanks for reading, follows, comments, and have a Merry Christmas and a Happy New Year.**


	5. Chapter 5

5.

After class, Ben made it a point to shower and dress quickly to avoid two people, Flash and X-23, now known as Laura Howlett. Grabbing his bag, he shoved the locker room door open and walked out as fast as he could without resorting to a sprint. Lunch was next and he, Mary, and Gwen were going to meet up across the street to decide on where to eat, which was Subway. Now, it was to decide on what to do with the two new problems they had. In less than a week Ben's life was falling apart and Peter Parker would be reviled to be underneath the rubble.

"Are you serious?" Gwen asked as she put down her meatball sub and wiped her mouth. "He told you that?"

"Right to my face," Ben told her as the three sat in a booth, Mary at his side and Gwen across from them. "Flash may not be too bright, but there was the way he looked at me and what he said. Did you two say anything about me and school?"

"No, not a word. We said things but no one was even around."

"And if anyone did hear us," Mary Jane interjected, "they wouldn't have known who we were talking about."

"What did you say?" Peter asked as several students breezed past where they sat in the small Subway restaurant then lowered his voice a few notches. "You didn't mention my name, did you?"

"No, we only said a friend might be coming by. But no one heard us."

"She's right, Pete…Ben. No one ever heard us. We were always by ourselves." Gwen took a drink and then opened her bag of chips.

"And it wasn't as if your performance in the gym was subtle." You were this close to literally bouncing off the walls." Mary took a bite of her sub and saw a guilty look cross her boyfriend's face.

"I told you, Ben is a gymnast." He watched both of his friends stare at him with skeptical looks before letting out a sigh after a moment. "Geez, it's like having two girlfriends with you both."

"We're trying to help you as best we can," Gwen told him. "We can't do that if you keep acting this way."

"And another thing, what happened with your hands? And what's up with this Laura Howlett?" Mary asked. "I recognize her from the stories you told me, but what's she doing here?"

"I don't know what that was with my hands," Ben told her through a mouthful of his cold cut combo. "As for 'Laura', it has to be Danvers. Somehow she knows I came back as Ben and-"

"And you think I'm here because she wants me to bring you back, right?" A familiar gruff voice said behind the young blond man.

"I thought no one followed us," Mary Jane said as she stared at Laura who was staring at Ben.

"Didn't have to follow you three," Laura said as she sniffed the air. "Bug boy here smells like chemicals from his webbing, the blonde smell gives off the scent of a clone, and you smell like…Ben here."

"Great," Ben said with a sigh, "the ultimate hound dog's on my tail. Why don't you go back to Danvers and-"

Laura leaned in close to his ear. "Because if I did that, I would need something to report like if you were dead or not. And right now, I'm just a messenger."

"So what's your message?" asked Mary Jane.

"My presence. See you around, spider." With that, she headed for the door and left the three alone.

It felt as if a breath of fresh air filled them once X-23, or Laura, was out of the restaurant. The three teens settled back into their meal with the dark haired girl's presence fresh on Ben's mind. Seeing the look on his face, Mary Jane leaned on him and clutched his arm to her. He in turn rested his cheek on her head. Gwen saw them and couldn't help but feel sorry for them. Both had gone through hell to be together but it seemed as if the universe were against them constantly, especially Peter Parker.

Ben's mind wasn't on his work when he got back to school. The teacher drabbled on and on about algebra, something he already knew about, as he stared out the window. Maybe Gwen and Aunt May were right. He may have been better off staying at home and only going out at night. Then again, that was not a way to live a life. That wasn't him. He wasn't him. He was Peter Parker, Spider-Man, the red and blue arachnid vigilante that brought justice and protection to those in need. But now he was Ben Parker, student by day, Scarlet Spider by night. Able to fight crime but unable to be his true self.

Life sure did throw him a massive curve ball when he ran into that little spider, good and bad. He helped people but put his loved ones in danger. He found a new confidence he didn't know he had before while discovering things he should have never known to begin with. He's been with three amazing girlfriends but has managed to hurt them all. He finished it all up by meeting defeat at the hands of his mortal enemy. And now, when he finally thinks he can lead a somewhat normal life after being given a second chance, in comes Danvers, X-23, and Flash to tear it down if he wasn't careful.

Basically, the world and universe sucked.

"So, any more of that weird veiny thing happen to you again?" Mary Jane asked as they walked home with Gwen.

"Not since gym. I still don't know what that was." Ben flexed his hand several times while looking at it. "Maybe it's something adrenaline related. I haven't noticed it happening when I'm in costume."

"Maybe that's cause you didn't feel it," Gwen commented. "We saw it but you didn't know it was happening to you."

"Maybe. I just don't know. I'll check my blood under my microscope when I get home. I would be freaked out, but with everything that happens to me…"

"Speaking of which, this is my stop," Mary said, bringing the others to a halt. She turned to Ben and put her hands on his chest. "Promise me you'll look into that vein thing. With everything that happens to you, this ranks right below returning from the dead, Tiger."

With his forehead on hers, he told her, "I promise." They gave each other a quick kiss then separated as she went across the street to her house. "Hey, what are you gonna do on Saturday?" he yelled at her.

"Um, I got a gig modeling sundresses around one but I get off around four. Why?"

"Just wanted to know if you wanna do something. It'll be chaperoned but-"

"Excuse me?" Gwen said with a surprised tone. "And whose this chaperone you speak of?"

"My really cool, hot, sexy, blonde roommate slash sister." Peter gave her a large toothy smile.

"Please?" Mary asked Gwen from her place across the street. "I'll be your best friend."

"You two make me sick," Gwen told them. "Fine, but I want a full belly by the end of the night. And it has to be someplace where no one can see you two."

"It's just a movie," Peter told her. "Probably The Hobbit, I'll pay for your food. Deal?"

"You're gonna pay Parker. Popcorn, nachos, drinks, gummy bears, and a big pickle. And that's just for me."

"Deal. Hey MJ, she said she'll do it! I'll call ya later with the time!"

"Okay. I'll be here all day," Mary responded with a smile before heading up the stairs to her house.

"So you think you can find out what that vein thing was?" asked Gwen.

"I really don't have much of a choice." He gave a final wave to the red head as she went into her home before taking off with Gwen. "Whatever they did to bring me back has got to have left some side effects. This might be one of them. I just hope it's nothing serious."

"Bite your tongue," Gwen told him with a nudge. "You know whenever someone says that, it always comes back to bite them in the ass."

Traskillian:

In a large room that could pass as an auditorium, acting SHIELD general Carol Danvers sat behind a desk as she listened to X-23's report on what she observed while at Mid-Town High School. The infiltration went easier than Danvers thought. Not only was she able to pass as a high school student, but she was able to follow her target around for the majority of his classes as she assumed the role of his shadow.

"…And then I left them to their own business after seeing they were up to nothing in particular. After classes, they headed to their respective dwellings and I returned to base." X-23 stood at full attention before a lightly bandaged and healing Carol Danvers to deliver her report on the day.

"Are you sure nothing else happened?" Danvers asked. "Parker has shown no side effects or other abnormalities."

"There was word in the girl's locker room between the Watson and Stacy girls. They were not aware of my presence so did not pick up on me listing in on their conversation. Apparently, Parker experienced a strange vein-like appearance in his arms. It is unknown what this was or if it affected him negatively or positively."

"Very well. Keep me posted on what they're doing. You are to infiltrate all his classes, not just gym. My team will change the school's computer files to place you in all his classes. In the meantime, you are dismissed to your room."

"Yes ma'am." Turning on the balls of her feet, X-23 left the debriefing area and went back to her quarters.

After watching the clone leave, Carol brought up a file on her computer marked 'Jacosta Project'. If X-23 worked out like she had planned, maybe there was something worth saving in Hank Pym's old research. She made a mental note to delve deeper into it as for the time being, she was busy trying to contain not only the escaped Eddie Brock, but also making sure the first agent's fate would not be repeated in the second one she was preparing to send Peter's way. She needed everything under her control. The fate of the world depended on it.

"You callin' Aunt May, Pete?" Gwen yelled from the kitchen as she slapped together a quick sandwich.

"Already did," came Peter's voice. "She actually sounded a little calmer this time. Maybe I'll be able to see MJ without you having to moniter us."

"Nuh, uh, Parker. A deal's a deal. You owe me restitution for taking you two to the movies."

"You haven't done that yet."

"I'm already primed for our Hobbit threesome Saturday. No use going back on it now."

"That sounded so wrong," Peter said to himself as he headed up the stairs to his room.

Entering his room, Peter tossed his backpack in the corner then took off his light jacket. The teenager didn't see him at first as he was concealed in the shadows behind him. It wasn't until he was about to jump on his bed when he caught a slight movement from beside his window. Cocking a fist back, Peter was ready for an attack when his eyes grew wide at the sight of Eddie Brock wearing a pair of his jeans and a white shirt.

"Brock? Eddie? What are you doing here?" One look at his former friend showed Peter he wasn't here to fight. He looked too weak and pale to attempt anything.

"Parker," Brock quietly said. "I need your help. I…I think I'm dying."


	6. Chapter 6

6.

What started out as a solid plan to obtain a shred of the life that was taken from him, Peter now found himself desperately grasping at straws to keep it together. Actually, straws were too big for him to grasp onto. It was more like eyelashes. The first few days of his alias Ben Parker had changed into a nightmare before he could ever detect it doing so. One more day separated him from a weekend date with his girlfriend, but now his old friend turned enemy turned beggar of mercy sat before him in his room.

"Peter, please…I…I need help." Eddie looked as if he were in a drunken stupor, although he didn't smell like it. It looked as if he hadn't eaten in days or bathed for that matter.

"Br…Brock? What the…hell?" Peter stuttered. He kept his distance from the sickly looking young man as his spider sense wasn't able to detect an attack from him due to his suit.

"Pete…" With the name leaving his mouth, Eddie slumped over and passed out.

"Peter, Gwen? I'm home." Entering through the front door, May Parker sat her purse on the floor as she took off her coat. The chill from the spring air was still fresh on her face and hands as she picked up her purse and headed for the kitchen. "Kids?"

When no answer came, two thoughts entered her head. Either Peter and Gwen were taking a nap, highly unlikely, or they had lied to her about not being with Mary Jane. The talk with her mother was still fresh on her mind with plenty of 'Oh my God' comments followed by 'You were what?' shortly after. If it hadn't been for the two being together as long as they had and clearly in love, they most likely would have died by their guardian's hands on the spot. As it was, Anna Watson was completely in her right as a mother to flip her lid when she caught her daughter and boyfriend, who didn't look like Peter upon first glance due to the short blond hair he now had, in bed and completely unclothed. Had it not have been for Peter leaping on the ceiling when he did, he may have been tossed out the window by the surprised mother instead of her screaming out loud at a naked young man crawling on the ceiling.

Remembering when Anna told her that brought back feelings when Peter did that to her and how she was so angry at him that she actually threw him and the Gwen clone out. Life was unfair to her and she was unfair to the only two young people she considered a son and daughter, Mary Jane was on the same page with them. If only Anna would come to her senses and actually let them see each other like they had been doing behind their backs. They may have been able to fool Mary's mother but May was a different story. She just had to make it look like she was on top of things until Anna came to her senses.

"Gwen? Peter? Where are you two? I need to know what you want for dinner so I can order…it?"

Stopping at the entrance to peter's attic room, May saw a young man sleeping on the blue mats Peter had laid down to exercise on with blankets on him and a pillow under his head. She was just about to yell at him and call the cops when the front door opened and the sound of two pairs of feet quickly stomped their way upstairs entered the house. It didn't take long for the owners of the feet to reach the stairway and come to a halt at the sight of her.

"Aunt May…hi." Peter said as Gwen tried to hide a sack full of who knows what from the pharmacy behind her and sneak back the way she came, even though she knew she had been seen.

"Kitchen, now. Gwen…you too."

After about twenty minutes of talking fast and a long list of apologies, Peter, May, and Gwen were upstairs tending to the downed Eddie Brock. Smelling salts were used to bring him around and he was given energy bars, protein water, and other nutrient heavy food to eat. He sat against the wall after telling Peter what had happened to him and letting his story sink into the mind of the teenage superhero who couldn't believe some of the things he said.

"Ok," Peter said, pinching the bridge of his nose, "So not only is SHIELD experimenting on our father's suits, but they separated several samples from you and had them bond with their soldiers?

"That's the gist of it," Eddie responded. "They're also after me for escaping and I barely got out of there with my life."

"So what happened to your suit exactly? Did they injure it? Destroyed parts of it as it bonded to the others?"

"From what I can tell, the suit that was supposed to cure cancer and other diseases like our fathers intended, is actually symbiotic. It needs me to survive. And from the feelings I'm getting from it, I need it to survive. I couldn't hold my other form for too long. But after I got some of it back from that agent…after I absorbed what he had…I felt stronger, rejuvenated, but still not whole. I need my suit back to its original state. I can feel it crying out for it."

"So you have a living organism living inside you?" Gwen asked. "That sounds gross. And I've been there."

"That's right," Peter said. "When Gwen was cloned, she came back with a suit of her own. You absorbed it and got stronger. How is that?"

Eddie took a deep breath and drank some of his protein water. "It was never hers to begin with. When they cloned Gwen, they needed to make her a weapon. Octavius created her with the intent to use her as an infiltration specialist but she wanted to get back to you, Parker. He messed up. He spliced her DNA with that of the suit's, creating an unstable hybrid that went out of control. I felt the suit part of her call out to me and felt my suit take control of myself and absorbed it. I became complete and she was saved. Danvers captured me again using a third party and separated…me essentially, into four parts. I got one part back. I need the other three because without them-"

"Without them your suit will become uncontrollable and turn on you, right?" Peter asked.

"Exactly. I felt better after taking back what was mine but I'm still weak."

"Well, at least se know what we need to do with you." Peter stood up and headed for the window over his couch to open it. "Give you a nice parting gift and let you go on about your business."

May, Gwen, and especially Eddie gave him a shocked look at what he just said. He looked back at each of them as they didn't say a word. "What? He tried to kill me."

"You…Peter, I need your help." Brock pleaded.

"You tried to kill me."

"But-"

"Eddie, you tried to kill me, you tried to kill Gwen, and you did it with a smile on your face. What do you want from me? Another opportunity to do it again? I already died once; I don't need or want to do it over again."

"Look, Parker," Eddie said as he stood on wobbly legs. "I can't fix the past. I can't go back and change things. But I can try to make it better by my actions now. I'm sorry, it may not mean much, but I'm sorry for what I've done to you. Please, help me. I want to live. I want to make up for what I've done."

"How can I trust you?"

Eddie stomped over to the wall where peter had newspaper clippings of his death and took one off. "This. This is you. This is the Peter Parker everyone knows that can never be replaced by a second rate wannabe no matter who it is. This is the Peter Parker that's a hero. How can I trust someone who calls himself Ben and tries to pretend he's not his true self? It's cause I have no choice. I'm not asking Ben Parker for help. I'm asking Peter Parker for help. I need Peter Parker to save me."

Peter stared at his former friend for a few moments. "Then you're in a hell of a lot of trouble then."

As he turned to head downstairs, Eddie formed a clawed hand and fired a tentacle around Peter's throat. May and Gwen reacted by scrambling backwards with Gwen tripping on Peter's weight bench and May slamming into the wall. Peter felt himself drug backwards and face Eddie whose teeth became sharpened points.

"Parker, I need your help," Eddie said with a deeper voice.

"Go to hell!" With a strong downwards swing, Peter sliced the tentacle in two, sending Eddie to the floor from his backwards momentum. All eyes were on Peter as he stared at his hands. The thick veins were back and his fingers ended in sharpened points like claws. "What…what the…"

"I knew it," Eddie said as he sat up on the floor. "My suit knew it."

"What was that? Peter?" Gwen breathlessly said.

"Peter?" May was in a state of shock matching Gwen's as she looked upon the abnormal arm of her nephew.

"Brock." Peter's voice was full of fright. "What did you do?"

Eddie stood and took several cautious steps forward. "It wasn't me, Parker. It was Danvers. And now maybe you'll help me."

Over in the Watson house, Mary Jane and her mother, Anna Watson, were finishing up their dinner. For the most part, they ate in silence with conversation being limited to how the other did at work, school, if they had any homework, or if the food was any good. Both mother and daughter only glanced at each other since the night Mary got caught in bed with Peter. The last week alone was hell as Mary was given a stern lecture every day on what could happen if they continued on like that as well as betraying her mother's trust. She had never heard her mother that surprised or angry in her life and if it wasn't for Peter's superhuman reflexes and fast talking, he would have never shown her mother he was indeed Peter Parker returned from the grave.

"Mom?" Mary asked uneasily. "Um, Pete…Peter asked if I could go out with him-"

"No." The answer came swift and pointedly.

Tossing her forkful of pasta back on her plate, Mary gave a huff. "But mom, Gwen will be with us and-"

"I said no, MJ, and I mean no. End of discussion."

"Mom, please. I haven't been near him besides school for two weeks. You know how I feel about him."

"And that's what scares me, MJ." Anna stared at her daughter with a hint of fright in her eyes. She looked back down at her plate and picked at her food. "It scares me to death how much you care for him and how much he cares for you. If you two were doing that behind my back…after we thought he was dead, and was a superhero, how he saved your life, I…"

Anna inhaled deeply and shook her head as she breathed out. "I know he heard what I said, honey. I know he's a good ki…young man. But seeing you with him like that reminded me so much of your father and I that I couldn't take letting what happened to me happen to you. I wanted so much better for you than what I got from…him."

"Then why won't you let me see Peter? I lo-"

"I know, MJ, I know." The force from Anna's palms slamming on the table surprised Mary. "I just…you could die being associated with him and…I don't want you to end up in a situation like I was, pregnant out of wedlock and him feeling as if he's forced to stick around because of a child."

"Mom!" Mary stood up. "He heard what you said about you thanking him, remember? I told you he was under my bed. He's not like the other guys I could be with. I've known him since we were kids. He has never once tried anything with me unlike Harry, who dad just loved because of the dollar signs around his head, but Peter is nothing like that. I made the first moves on him because I loved and trusted him enough to express the way I truly feel to him. You said you're scared of what could happen and how we feel about each other. But mom…I…I…"

Anna sniffed as she tried not to cry. Her eyes were red and puffy as she tried to hold it back but failed to do so. This sparked Mary to let her tears fall as she hugged herself tightly. "Mom." Mary's bottom lip quivered slightly as she wiped her cheeks clean of tears. "

Getting up from her chair, Anna rushed over to her daughter and hugged her tightly with her daughter latching onto her. "I just want you to be safe and happy. I'm sorry for what I said about him but, you're too young for this, for all of this. I don't want to lose you. I'm not strong enough for that. I love you."

"I love you too, mom. And I also love Peter. I'm sorry."

The two lost track of time as they held onto each other. Tears continued to fall as they confessed their feelings about what was happening to their lives.


	7. Chapter 7

7.

"What did you do to me?" Peter demanded as he gripped his pulsating arm. It still had thick veins protruding out of it with clawed fingertips.

"I didn't do anything," Eddie said. "It wasn't me."

"What did you do!" Turning to face Eddie, Peter's face began to resemble his arm as blood pumped through the veins in his face, making them stick out more and resemble a highway map.

"Peter, settle down. It's the suit. You have part of the suit in you."

"Get it out!"

Moving faster than Eddie, May, or Gwen have seen him move, even as his alter ego, Peter grabbed Eddie by the throat and pinned him to the wall. His hand became darker as his pores opened and slowly released a black and red tar-like substance. The two toned tar encased his arm with tendrils shooting up to his face while adding to the strength Peter exerted on Eddie's neck, further cutting off his air supply and gaining a crack from his vertebrae. Try as he could, Eddie couldn't summon his suit to form around him. It was still too weak to do so and he was quickly losing consciousness.

"Peter!" May yelled from across the room. "Let him go!"

The only response he gave was a high pitched yell as his face was covered with the red and black tar. His teeth grew at least three inches and sharpened into points as his eyes became similar to the ones on his mask. Pulling his free arm back, he formed his fist into a sharpened point and readied it to impale Eddie's face when he was struck from behind and fell to the floor unconscious. Fresh air filled Eddie's lungs as he gasped deeply and looked up to see Gwen Stacy holding a long metal bar from the bench press set Peter had in his room as she breathed quickly.

"Pete…Pete…" She dropped the bar and knelt down beside him. The red and black tar receded back into his body as if nothing happened at all.

"Gwen, is he…" May asked as she came up behind the teen girl.

"He's breathing, Aunt May."

Turning to face Eddie, May stared at him sternly and stood before him. "Explain, now."

"…In short, that's the whole story. My suit knew what was going on from day one. Danvers has to be stopped. I don't know what she's really planning but it has to do with controlling the world's…super powered population."

Sitting at the kitchen table, Eddie told May and Gwen everything he knew. Carol Danvers had separated several pieces of Eddie's suit from him to reveres engineer it. A sample of the original suit Peter's father had created was used to bring him back, which was already explained to them by Peter when he first came back. Since the suit only worked for him in accordance with his DNA, it was useless to use on other soldiers like Danvers wanted, which was where Eddie's suit came into the picture. The mercenary Beetle was hired by SHEILD (thought to be a third party) to acquire Eddie and the suit in order to experiment on it for her own uses. The result left Eddie and his suit extremely weak, but the requirement of part of his suit made him feel better, stronger.

"Basically, this Carol Danvers wants to create an army of her own personal super soldiers to bring the super powered criminals to justice?" May asked. "Then why not work with organizations like the X-Men or those four fantastic people?"

"Because she knew mutants would be hunted eventually and the Fantastic Four are no more. I heard them say Reed Richards was killed. The X-Men, nearly all of them are dead. The Ultimates suffered the same thing when the city flooded. But they said something about a project, The Jacosta Project. I don't know what that is but Danvers keeps it under lock and key."

"And what about me?" asked Gwen. "And what about that suit thing coming out of Peter? It looked like the one I wore that you absorbed."

"When they made you they used part of my, my suit in the process. I found out you were a clone after about a week in their custody. That's why I had to absorb it back. Your suit was, in a way, crying out to mine and it was only when they joined that it was whole once again. Peter's suit is different. It was made specifically for him and looks to be attempting to take control."

"That's impossible. Why would it only appear now and not during the months he's been back?" May asked,

"I can only think it has something to do with my suit, like a telekinetic bond they share. When I woke up for the first time, I saw an image of a person getting beat up. His face changed several times before I stopped. It was as if I could see what the suit was seeing and feel it searching for mine."

"That sounds like when Peter fought the Chameleon. So how do we get it out?" Gwen asked.

"That's the problem, I'm not sure we can."

"Bull," May blurted out.

"I'm almost positive I can't help Peter without killing him." Eddie told her. "The last time I removed a soldier's suit, it killed him. He was a shell lying on the ground. If I try to remove it from Peter I-"

"Do it.' The three at the table turned and stared at Peter as he entered the kitchen. He pulled a large gauze with a slight trace of blood on it from his head and threw it into the trash. "If Danvers put this…thing in me, I want it out."

Gwen stood up and circled around the table. "Peter, are you-"

"I'm fine. Thanks, Gwen."

"You're welcome, Pete." She flashed him a relieved smile as he stood next to Eddie."

"I can feel it wanting to get out, Brock. I think it's reacting to your suit. So if you help me get rid of this thing, I'll help you."

"Peter," Eddie stood up from his seat. "I don't know if I can remove it. Like I said, I killed the last time I tried it."

"Look at it this way. If you can get this damn thing out of me and not kill me, you and I can go pay Danvers a visit and get the other parts of your suit back. If not, it won't be the first time I died."

Letting out a deep breath, Eddie gave his response. "Okay. When do you want to try?"

"Tomorrow. I'll skip school and we'll do this somewhere else. Probably around the new housing development since no one will be there."

"Peter," May spoke up. "I know I can't tell you what you should do. But are you sure you want to do this? I almost lost you once; I will not have it again. Why won't you go to Stark, or find Sue Richards, or…or…"

"Aunt May," Peter shook his head as he looked down, "I have to get this thing out of me. I could feel it want to kill Eddie. If it felt that way looking at him, what would it do if it saw you or Gwen? Or MJ?"

"But can we trust him?" Gwen asked. "I still remember when he wanted to get me in the sack after my dad died."

"Gwen, I'm sorry for that. I'm…was a jerk but this is different. This was about my life and is now about Peter's." He turned to face his former friend and look him square in the eyes. "I need your help. I promise you I will stop if anything goes wrong. But I need you to trust me. All of you."

May came up to Peter and pulled him into a tight hug. He returned it as she kissed his forehead. "Don't die again. Please."

"I'll try not to," Peter answered. "I promise."

The next day saw the student body of Mid-Town High entering the building for classes as usual. Among them were a single Gwen Stacy who patiently waited on a bench in front of the school for her friend Mary Jane to be dropped off by her mother like every morning since the 'bedroom incident'. Friends of theirs walked soundly inside while a few dropped by to ask about Ben. Apparently, everybody was infatuated in getting to know the supposed cousin of Peter Parker. She simply played it off but had a degree of difficulty in keeping up with everything Peter told her to say, often making things up on the spot to cover what she forgot.

Finally, about ten minutes before the bell rang, Anna Watson's car pulled up to the front of the school and out stepped Mary. After a quick kiss and goodbye, the redhead approached Gwen as she adjusted her backpack. She was surprised to not see Peter sitting with her and quickly looked around for him. "Hey Gwen, where's P...Ben?"

"I'll tell you later. We've got to get somewhere a little more private first."

"Gwen, where is he?" Mary asked with a worried voice. "What happened to him?"

"I'll tell you but first we need to get somewhere quieter."

After class started and there was no chance of them getting caught talking, Mary Jane and Gwen stood quietly behind the school in a small alcove where the cafeteria dumpster was. After waiting an additional five minutes to make sure no one was around, Gwen told Mary everything Peter and Eddie were doing that day, except for their location. Needless to say, the redhead was more than a little worried.

"Why would you let him do something like that?" Mary asked with wide, fearful eyes. "He could die like you said. And Eddie Brock? He tried to kill him twice already!"

"I know, MJ, but you know how he is. Once Peter gets a thought in his head it's hard to get him to think of something else. He wanted you to know what he was doing in case something happens to him and-"

"What about Aunt May? Where's she in all this? Why didn't he want me to know where he is?"

"She's at home. She knew this was something Peter had to do. Mary, you should have seen him, he was like a monster when he grabbed Eddie by the neck. He was worse than him or me when I had that, that thing on. And he knew you would just run to where he's at and be put in danger, his words."

Mary didn't say anything, only held her head down and away as she clutched her arms around herself. "I don't want to lose him, Gwen. I died when he did. I'm alive as long as he's alive."

Gwen had a sadden look on her face, knowing how much her friend loved Peter. She went up to the redhead and hugged her tight. "I love him too, MJ. He'll be alright. He told me to tell you he loves you and he'll be back home before you know it. May said if you want to come over to her house, she'll cover for us until he gets back."

"Yeah, let's go."

Several miles away in a new housing development known as 'Queen's Paradise Estates', Peter and Eddie were inside one of the new buildings that wasn't finished yet. The inside of the garage was closed off from the outside with the door down. The interior still had its skeleton exposed with extra materials scattered around including several power tools. Using two of the sawhorses, they made created a makeshift table for Peter to lie on as Eddie worked on summoning his symbiotic suit.

"You sure about this?" Eddie asked.

Taking off his jacket and extending his arm to the side, Peter shifted in place and shut his eyes, inhaling deeply and letting out the air slowly. "Yeah. Make it quick. I don't know how long I can hold my suit back. Being this close to you makes it want to kill you."

"Yeah, well, mine feels like it wants to find the rest of my suit and get back at Danvers for what she did to me. So control yours and I'll do my best to keep you alive." Forming the tentacles like the ones he used on the suited soldier the other day, Eddie aimed them around Peter's arm, four in all.

Watching the pointed ends hover over his skin, Peter relaxed and looked back up where an exposed bulb provided the only light in the garage. It reminded him of the one he saw when he closed his eyes. The only thing missing was a voice telling him his time wasn't up yet. He closed his eyes and exhaled a held in breath. "Let's just get this over with."

**AN: Never play The Sims 3 while writing. Not a good idea.**


	8. Chapter 8

8.

Finding the girls and listening in on their conversation was easy. Following them back to Peter's house was a cinch. But getting what she needed to find him was not so simple. Laura Howlett, X-23, climbed into the Parker house via the large attic window that led to Peter's room. Searching through his things for any clues as to his whereabouts took some time, time she didn't have. Her mission was to trail him everywhere he went and the blonde girl was her best bet in finding him with the redhead being her second option should he not be near them. It annoyed her that someone without years of governmental training had managed to slip through her fingers and get away, granted she was a clone of less than two years but she had all of Wolverine's knowledge of tracking and fighting techniques. She just lacked the experience in using them.

Tired of searching for clues, she grabbed a damp towel he had thrown on the floor and took in his natural scent along with the soap he had used. She could now follow him to wherever he was and quickly leapt out the window, leaving the older woman and two teen girls alone as they waited for his return.

Making her way across the neighborhood, she reflected on what she was told by Danvers before being assigned her current mission. She was to monitor and report back all findings of Peter, AKA Ben, Parker's activities and make sure he doesn't do anything too drastic to complicate the experiment she was conducting. He was injected with a sample of the suit programmed for his DNA for reasons Laura was not meant to know. Should he discover them, he was not to attempt removal on his own, again for reasons Laura was not meant to know except for what would happen to him. Being the perfect soldier and infiltrator she was, she kept her mouth shut and did as she was told.

Nearing the Queen's Perfection Estates area, she carefully looked the area over should any by standing witnesses be present. None were around and she again followed the scent trail to a house in the far left of the area at the end of a long row of houses. Only three of the eight houses were completed by the looks of them with none having more than a dessert-like lawn before them.

Sneaking to the house with Peter's scent, Laura scoped it out for a way in that would be quiet and stealthy. A single window was open, just barely, in the back of the house but on closer inspection, it was stuck and wouldn't move without making a shrill screech. Abandoning that as it made too much noise, she popped a single claw and quietly sawed her way inside by cutting through the lock on the fringe doors. The two young men were obviously there as Peter's backpack lay on the ground with tools sticking out of it as well as his Scarlet Spider mask and webshooters. Leaving them where they were, Laura carefully made her way around the plastic tarps on the concrete floor and took position beside the garage door. A peek showed her Eddie was standing upright with his arms outstretched and head back. Thick tentacles formed out of his back as they went to the front of him. Looking further past him, she saw Peter lying down on a makeshift table and sweating profusely with an arm outstretched and a pain filled expression on his face.

Realizing what Eddie was doing, Laura jumped into the garage and startled both men. "Wait, you can't do that!"

Peter was the first to see her and upon the saying of her name, Eddie turned. His eyes locked on the clone and went wide. "You!" He instantly ripped his tentacles out of Peter's arm and donned his black suit, letting out a loud roar as he fired a thick, sharpened tendril her way.

Seeing the attack coming, Laura popped her four claws and leapt towards the suited Eddie. She took a slice at his face and landed in front of the door. The moment she turned to face him, a large wall-like fist connected with her and sent her flying through the garage door outside across the street where she landed face first on an unconnected fire hydrant.

Groggily getting up to a kneeled position, Laura reached up to her face, grabbed her jaw, which was sticking out to the side, and popped it back in place. No sooner had she turned around when the garage exploded and a much larger black suit wearing Eddie Brock came charging through. He set his sights on the girl as she pooped her claws and let out a howl as he charged at her.

"Brock!" Peter shouted from the destroyed garage as he saw Eddie and Laura get into a fight. His arm was bleeding from the puncture marks but the tar-like substance was still flowing out. He closed his eyes and tried to calm his hundred mile an hour heart rate down as well as recalling the suit back into him.

Taking a wild swing, Eddie tore a large chunk of a home's semi-finished brick exterior off as Laura leapt out of the way. She sliced through several tendrils as she got in close and landed an uppercut strike to the symbiote's jaw. She only succeeded in making an area for Eddie's face to appear among rows of sharpened teeth.

"You! I won't go back! Tell that b #$ I won't go back!" Eddie yelled as he took an overhead swing with a tree trunk sized tendril. It made the street crack where Laura stood a second ago.

"Don't know what you're talking about, bub," Laura shouted as she sliced into Eddie's torso. "But I was trying to save the Parker idiot before he kills himself."

"I was helping him!"

"You were killing him!"

"Screw you!" He took another downward swipe with a tendril before leaping at his opponent and buried his clawed hand in the street. He had succeeded in tearing a gash in Laura's leg around mid-thigh.

Laura countered by back flipping out of the way should another attack come her way and buryed a foot claw in Eddie's chest. He let out a howl of pain as he backed up but did not stop his attack. "I'm gonna kill you!"

"No one's killing anyone!" Peter yelled as he landed on a house across from the fight. He had slipped on his mask and webshooters before leaving the now destroyed house. "Both of you; calm down!"

Neither listened as they continued to fight. The gash in Laura's leg was fully healed and Eddie had donned his head covering again, bearing his teeth as he tried to catch the woman he desperately wanted to kill.

"Damn, these two are gonna kill themselves. And more importantly, me," Peter said to himself.

Looking around for a solution to bring the fight to a close, He remembered how he managed to subdue Eddie the first time. He jumped off the roof he was on and landed on the house directly behind the two combatants. Searching the ground, he laid eyes on a thick black cable that was lying on the street, supplying the houses with temporary energy for the contractors to work on them with. Firing a webline, he snagged the top of a fire hydrant and yanked its top off, freeing the water from the city's supply and giving thanks his side of the street had its waterline connected.

As the ground around the two flooded with water, Peter snagged a carpenters saw and pulled it to him. Webbing the trigger down to activate it, he tossed it over to the electrical line and cut through it. The result was a massive electrical current traveling through the flooded yard with Laura and Eddie standing in the middle of it. Both let out yells of pain as the electricity shot through them. All six of Laura's claws extended as she let out a high pitched scream while Eddie's suit retreated under his skin as he yelled loudly. After a few moments, both fell to their knees unconscious and ceased to move.

"Jeez," Peter huffed. "The things I do to keep the peace around here."

Reaching into his pocket, he grabbed his Aunt's cell phone he borrowed from her and called her to pick him up along with Eddie and another guest.

Back at the Parker household, Peter finished dragging Laura to his room and laid her on his bed. Her clothes were tattered and she had scorch marks all over her body but was nearly fully healed. Eddie was passed out on the blue mats and covered with a sheet as his suit was the only thing covering him besides the burned clothes of Peter's he wore. With both sleeping off the effects of being electrocuted, Peter ran his hands through his hair and sighed angrily.

Making her way up the stairs, Mary Jane saw her boyfriend standing with his head down and eyes closed. His hands were still on the top of his head as he continued to breathe deeply, getting the aggression out of his system. She went up to him and placed her hands on his wrists to gently pull them down. The two stared in each other's eyes a moment before she slapped him hard on the cheek then hugged him immediately after.

"Don't you do that again. You hear me?" She crushed him in a tight grip that she didn't want to loosen. "Don't you dare do that to me again, Peter Parker."

"MJ-"

"Shut up." She tightened her hug in which he responded with one of his own.

After an hour or so, Laura woke up to find Peter and Mary Jane sitting on the couch with her asleep on his arm. "What the hell are you looking at, Parker?"

"Someone who just healed from massive third degree burns and charred skin from being electrocuted," he said as if nothing had happened in the first place. "Mind telling me what you were doing there?"

"Not really, but since you're too dumb to figure it out on your own…" Sitting up, Laura popped both sets of claws and climbed off the bed. She sheathed them back and popped her knuckles. "Danvers wants you to have that suit. Don't ask why but if you remove it, you die. Simple as that."

Gently setting Mary's head against the back of the couch, Peter stood and made his way over to the mutant clone. "Is that why you're here? To make sure I don't try to remove it or to see what it does to me?"

"A little of both actually."

"Well then, you can tell Danvers I will find a way to get it out of me. I got rid of it once, I can do it again."

"I'll tell her, but she won't care." She flashed him an arrogant grin. "Face it, Parker, you need her. The only way you're getting rid of it is by coming back to mommy dearest and letting her take care of her little boy. She owns you, bug boy. She owns all of us and you're only denying the truth thinking your life belongs to you."

"Laura, You may think you know who Danvers is but trust me, you don't. She's-"

"The one who will bring order to the world with us as her police enforcers," Laura interrupted. "We are on the ground floor of a new world order the likes of which no one has seen in the history of mankind."

"What are you talking about? Is that what she's been planning?"

"Wake up, Parker! This whole world is a ticking time bomb, a glass on the edge of the table waiting to be nudged the rest of the way off! You actually think you can change things? You can't, you're just one person among an army of millions. You can't win!"

Peter couldn't believe what he was hearing from the clone of Wolverine. Logan would never speak like that. He may have been a disgruntled mutant on his best day but if there was a cause he believed in, he would fight.

"Let me tell you something, it only takes one man to get things moving for things to change. It just has to be the right one. Also, there was a director of SHIELD long before Danvers. He thought the same way you and she did. He's off in another universe serving time for a dumbass mistake that nearly caused a world to be destroyed. You're the one that needs to open their eyes, not me. Now I don't know what Danvers has told you but-"

"You really have no clue, do you? You are so blind." She shook her head as she made her way closer to the sleeping Mary Jane. "Such a shame. There's no way a baseline human like her will ever survive this. She's pretty, Parker, and so is Gwen. But they will never survive the future that awaits them should you continue ignoring the bigger picture. It's not just Danvers you have to worry about, but all the ones you have ever encountered that are the ones who pose the real threat. The ones who are alive anyway."

"What do you mean by that? What are you talking about?"

Leaving the room, Laura stepped down two steps and turned back to Peter. "I think I'll go out the front door this time. No need to go out the window like some little imp trying to hide in plain sight. After all, the sky is blue and the grass is green. Perfect time to take a walk."

"Laura!" Peter called but the dark haired girl didn't look back. "Laura! Get back here!" His shouts were enough to wake his girlfriend as draw the attention of Gwen and May downstairs who watched the mutant girl leave the house.

"See, Parker?" Eddie asked as he sat up. "I really need your help."


	9. Chapter 9

9.

It didn't take Laura long to report back to SHIELD headquarters. Those who waited for her return granted her access to the facility and directed her to where Danvers was waiting for her. After washing up and getting out of her scorched civilian attire, she headed for her commander's office and gave her report wearing a pair of blue jeans and a white shirt. Detailed information on Parker's activities, Brock's whereabouts, and what they were up to were given. She was then dismissed to her quarters before combat training later and ran into a small group of men entering through the door on her way out.

Call it a gut feeling or women's intuition, but something made Laura hesitate to return to her room. There was something about those men inside and the way they looked at her as they shut the door that just didn't sit quite right with her. With no one in the hallway around her, she slowly turned the handle on the door and opened it enough to let the sound of their conversation out while not alerting those within to the possibility of them being spied on.

At first, everything was just as it always was. Plans were being drawn up, strategies were gone over, new threats were being addressed, everything was as it was supposed to be, that is until she herself was brought up in the conversation.

"Laura is my responsibility, no one else's." Danvers' voice was authoritative and stern as she addressed her subordinates.

"But how can you trust that thing will do what it's ordered to do?" one of the men inside her office asked.

"Because I know it will. Wolverine was a soldier who followed orders to a 'T'. As his clone, it will do the same thing."

"But what makes you so sure?" another of the men asked. "Billions of dollars were spent on that thing with no guarantee it will carry out its orders or go rogue on us."

"And what of the others?" a third man asked. "What guarantee do we have they'll act like X-23 will? For this to succeed, we will need to be completely sure they are obedient and not capable of individual thought."

"Do you honestly think I haven't thought of that? Should it disobey an order, I can always have another one made whose more suited for our operations and have the old one destroyed. If by any reason it fails to comply, a simple flick of a switch will trigger a Nero-toxic bomb within her cerebellum, a genetic flaw we placed in it will turn the clone into nothing more than dust." Danvers looked her subordinates over with something between a frown and a grin. "We will have this world under our control. That's why I was put in the position I'm in. The baseline humans will be protected and I will make sure none of these mutations, illegal or otherwise, will be a threat to them. Hank's little project is a stepping stone for us, we will use it for the limitless potential it has to offer."

"Do you really think this is the right course of action? General-"

"This is war. We are the first, last, and only line of defense for those who do not have the abilities to protect themselves. As such, it's 'Any means necessary' and I will make sure we win as we cannot afford to lose."

As the conversation wrapped up, Laura backed up from the door with clinched fists. Her teeth gritted as she seethed anger. She wasn't considered a person; she was a thing, a clone that could be replaced if she didn't follow orders. She was no better than the criminals SHIELD was after to bring to justice, maybe even lower. Her hands trembled in anger and it took everything she had to not pop her claws and go on a rampage right then and there. She had fulfilled her various missions, carried out all orders for Danvers in the belief she was on par with the other members of the Ultimates but she was considered only as a weapon, a thing, an inanimate object incapable of feelings and free will like those around her.

"How…" she whispered to herself. "How could she…" She glanced back at the door as the sound of the men approaching it became louder and quickly walked away.

They didn't see her as she disappeared behind a corner, not taking her sights off them until they left. "You want to play me, Danvers? Fine. Let's play."

Night had fallen over the city with most everyone in their homes for the day. The home of Peter, May, and Gwen was quiet looking on the outside with May's car parked in the driveway, the security light on over the porch, and the curtains drawn closed for privacy, but inside was a different mood, especially in Peter's room as the teen was drawing up plans at his desk and talking on the phone at the same time. Eddie was across from him, marking potential was they could possibly sneak in, but none were a good option since Peter knew about the base and what security measures they had from his time with them.

"Peter," Eddie said slightly above a whisper. "Get off the phone."

Holding up his index finger to tell him 'one moment', Peter continued speaking to his girlfriend. "No, MJ, just taking it easy…Watching Doom…Yeah?...So how'd it go?"

"Peter, get off the phone and get your head in the game."

Holding his hand up again, Peter scribbled a note on a large piece of paper between them indicating a rooftop entry to the Traskillian was out of the question. The base of the Ultimates was crudely drawn with various entry points marked and crossed out.

"And why is that? We could crawl down the air vents to where we need to get to without them knowing."

Grabbing a red colored pencil, Peter marked an intricate pattern of lines on the sketch of SHIELD headquarters and wrote 'laser defense' beside it.

"You're kidding. They have a laser security grid on their air vents?"

"Yeah," Peter said.

"Then that's it, there's no way in."

"Pretty much."

"We're so screwed. If we don't get in there-"

"I know, but what can we do?"

"That's what I want to know, Parker. I need the rest of my suit and you need to get yours out of you." Running his hands over his head, Eddie exhaled angrily and stared at the drawing before them. "What if we-"

"We could go to a matinee then grab something to eat on the way home. Gwen will be with us since your mom-"

"G #$%&t, Peter! Pay attention!" Eddie stood up from his seat and threw the box of colored pencils across the room. "This is serious! We need a plan that won't get us killed and you're having phone sex with your girlfriend? For the love of God, Parker, you're literally killing us both!"

"MJ," Peter said as he eyed Eddie while speaking into the phone. "I'll call you back. Bye."

Hanging the cordless phone up, Peter gave Eddie his undivided attention and thumped his fingers on the desk where the large paper plan was. "Just so you know, Brock, any attempt to sneak in has been covered. They have taken in accounts for any and all possibilities of a Mission Impossible type of entry. So what we need to do is find something less Ethan Hunt, and something a little more Maxwell Smart with a little bit of Sterling Archer mixed in for good measure."

"And how are we going to come up with that if you're on the phone?"

"First off, we need two passes from a couple of agents outside the base. We, I can wear one of their suits and you can morph into a duplicate of their clothing so we can sneak inside through the underground parking garage. When I was there, it was the least guarded area of the base since many of the agents go through there. They have cameras, guards, and a checkpoint but if we keep our heads down, we shouldn't bring any attention to ourselves."

"That was when you were there, what about now?"

"Look, Brock, This is the best way in we have. Hide in plain sight and blend in with the others. We get in, find a way to remove this…thing in me, get your suit parts back, get out, and go our separate ways. You move to LA, San Francisco, or wherever, I go back to being Ben and dating my girlfriend, got it?"

"For the most part, yeah."

Letting out a sigh, Peter raked a hand through his faded blond hair. He needed another treatment soon if he were to keep up his Ben persona. "What part don't you get?"

"The Wolverine clone."

"Laura? If we run into her, we're as good as dead. Most likely."

"Then would you care to tell her that?"

Looking at Eddie, Peter saw him point over to the window behind him and let out a groan. "How long have you-"

"Shut up, bug boy." As she came in the room, she tossed a small device at him, which he caught. "Careful with that, it's rather nasty."

"What the hell?" The object he held was about the size of a quarter and was covered in drying blood. He tossed it on the table where Eddie jumped back in disgust.

"Don't be such sissies. It's just a harmless Z-20 Cerebral Detonator. Here's the trigger." She handed him the detonator switch and grabbed the drawn on paper between the two, crumpled it up, and threw it away. "On a side note, you're plan was good, mine is better."

"Wait a minute," Eddie said, "what are you doing? You wanted to kill me this morning."

"That was this morning, this is now. And here's how we're going to get in the Trask…Trask…kill…killi…whatever the hell it's called."

Grabbing a marker, Laura sketched out the building on another large sheet of paper as well as the street, parking garage, and a section of sewer.

"Laura," Peter carefully said. "What are you doing?"

"Whatever I want, Parker."

"So you're helping us now? All of a sudden?"

"Look, bub, I just got a revelation that made me reconsider my life. I was originally sent to monitor your activities, watch for any effects that suit of yours has on you and make sure you don't attempt to take it off. Now, I'm here on my own accord. So just take my help or you can do this on your own and risk getting caught behind enemy lines."

She finished drawing out various details on her diagram and grabbed three more markers, a red, purple, and blue.

"Listen up and pay attention, I don't know how long we've got so I'm going to make this fast. Red is Spider-Punk, purple is Ooze-Boy, and I'm blue." She then began to place 'X's' on parts of the sketch with lines indicating paths.

"The three of us will take to the sewers two miles from the building. Ooze-Boy, you will break off right at the fifth intersection, here. From there, you will reach the first SHIELD checkpoint and load this disk in the computers." She handed him a disk marked 'CP1' and continued.

"Spider-Punk and I will continue forward and wait for your return. Sense I don't have an early warning sense, I'll be…as much as I hate to say it, depending on you in the likelihood of any traps. I will break off here while Spider-Punk continues forward where we'll all meet up. I'll take out the second checkpoint and we'll enter the underground labs by slicing into the vents. The disk Ooze-Boy has will shut off the cameras and relay a false signal to the rest of the building. I will have shut off the laser grid security system in the vents. Everyone understand?"

"No," Eddie said as he stood up.

"How dumb are you, tar head?"

"Not as dumb as you think I am. Why should we listen to you? Why are you here and why are you doing this?"

"Yeah, Laura," Peter added. "Why are you here helping us and not trying to kill us?"

"You want to know the truth?" Laura stared back at them harshly. "I'm not a thing. I'm a person. I overheard Danvers speak with several others about why she made me. I'm a weapon in her little army she's creating to keep the world from destroying itself. I'm expendable, meant to die if I fail to follow orders. That thing I gave you was in my head and I cut it out along with a tracking device I left in my room back at the base. That thing there dissolves anything it explodes on within milliseconds, which is faster than I can heal. As much as I hate to admit it, you were right, Parker."

"So now what? This is revenge for you?"

"No, this is teaching that slime a lesson. I read about the one I was cloned after. Wolverine wouldn't have taken this from nobody. I am the Wolverine now and I will be better than what Danvers made me out to be, a copy."

Seeing the look Laura had in her eyes as well as hear the tone of her voice, Peter saw someone not only wanting to show Danvers what she is capable of, but the world as well. She had finally seen what type of person she was being ordered by and didn't like it, and for the first time since he met her so many months ago, he saw a hint of the original Wolverine in her.

"Okay. How long do we have?"

"Parker, you're not actually going to trust her, are you?" Eddie asked in surprise. "She tried to kill me, she tried to kill you, she tried to kill me thinking I was trying to kill you."

"Eddie," Peter halfway yelled. "I know, but at this point we really don't have much of a choice." He turned back to Laura who was waiting to give her answer. "So when do we do this?"

"Midnight," she answered. "That's when the shift change occurs."

"Alright. We have roughly three and a half hours to get ready to do this. We leave in one."

"I need time to get my suit ready. That fight earlier did a number on it." Eddie summoned part of it to form a clawed hand. "I need the other parts of my suit as soon as I can get them."

"We'll get those first. The room where the soldiers are being kept is near where Parker can remove his." Laura looked Peter over and placed a hand on her hip. "There is something you should know. Hank Pym was behind a project called 'Jacosta', which was responsible for me or I think it was. I need to know what else she's been hiding."

"Fine by me," Peter said. "Get Brock his suit, remove mine, and I'll help you get what you want. In the meantime, I gotta change."


	10. Chapter 10

10.

With another day in the books, Anna Watson prepared her house for the night before climbing into her bed and engaging in one of her trashy romance novels with a bowl of cheese balls and a bottle of water. The dishes were clean, lights were out, and the doors were checked to make sure they were locked. Mary Jane had already gone to her room for the night after they had another long talk of how crazy life had gotten for them with her boyfriend being a vigilante. All the cards were laid on the table between them and no secrets were kept by either mother or daughter. She had to admit, Peter was unlike any young man she had ever met, his aunt brought him up right, but there was something more about him that she was certain not even he knew about. It was small but it was what truly defined him as a hero and a man.

She would be lying if she said she never saw her daughter and Peter end up together in the end. It felt nice to her to consider him as part of her family. She also knew he would not treat Mary the same way her own husband treated her.

As she ascended halfway up the steps to the second floor, the doorbell rang and brought her to a halt. Muttering to herself for the late disturbance, Anna descended back down to the living room and sat her late night snack on a table then peeked out the window beside the front door.

"Peter?" she whispered to herself. "What in the world…"

She opened the door and laid eyes on a well-dressed Peter Parker with a back pack slung over a shoulder. Outfitted in a pair of pressed navy blue dress pants and matching coat with a white shirt and red tie underneath, he looked as if he were ready for a formal dinner. Even his faded blond hair was styled neatly, clearly showing the natural brown roots emanating from his head.

"Peter?" Anna questioned. "What are you doing here?"

"Mrs. Watson," Peter said, clearing his throat. "I wish to speak to your daughter, Mary Jane Watson. If it's not any trouble that is." He stood straight and at attention as he waited for her response.

"Peter, it's," she looked at the clock on the entertainment center across the room, "it's after ten. What, why do want to talk to Mary? And why are you dressed like this?"

"Mrs. Watson," He scratched the back of his head and shifted slightly from foot to foot. "I…I love your daughter. And there is something I need to ask and tell her before…before…Can I just please talk to her?"

"You know, Peter, catching what you two were doing was a shock. I should call your aunt and tell her I never want you near her or my house again. But, I know how much you love each other. I think…I know whatever lives you would live, you two would be together, no matter what."

He nodded and inhaled deeply. "Thank you."

"Come into the living room, I'll get MJ. And…you won't mind if I sit in with you. Just in case," she said with a grin.

"Um, no. Not at all, Mrs. Watson." Peter slightly flushed, knowing the reason she didn't want to leave them alone together.

It didn't take long for Mary to come flying down the stairs in her pajamas, a pair of blue lounge pants and a stomach baring tank top. Her face lit up further at the sight of Peter, a fact her mother knew even though she was behind her. She watched as the red head flung her arms around his neck and hug him tight and if they hadn't seen each other in years instead of just a few hours ago.

"What are you doing here?" Mary Jane asked. "And why are you dressed up like that?"

"I really don't have much time, MJ." He led her over to the couch and sat her down before taking a seat himself. He dropped his bag beside his feet and faced her. "I want it to be clear that I love you very much. And the reason I'm dressed like this, is that I would like to first ask you if I could take you to prom like we've been talking about before, before all this."

"And the second?"

He exhaled heavily and took her hand. "And the second is, I wanted to promise you I'll be back by the morning. I have to go to SHIELD and take care of a few things that-"

"Stop, stop right there, Peter," Mary interrupted him. "If you came over here to tell me you may not come back, I don't want to hear it. I know you may have a reason for doing this but I would-"

"Mary, Brock and Laura need my help. Laura wants to get out of SHIELD and away from Danvers. Brock needs to get the rest of his suit back and-"

"Laura, Brock, a suit? What's going on?"

"Remember when I had that suit on, the black one? And my old friend Eddie Brock got one and went on a rampage?"

"Yeah. And then Gwen died then came back with a red suit on. But what does this have to do with tonight and the rest of Eddie's suit?"

"MJ, Eddie Brock's suit has been separated into several parts. The anxiety the separation has caused is killing him and he needs to get the two last pieces of his suit back. Laura, X-23, she wants to break away from SHIELD and Danvers after learning she was created to only be a mindless weapon. And then there's me. I have part of my old suit inside me that needs to come out. That's what that, that veiny, hand thing was. That was what I was doing this morning, trying to get it out."

"But you told me you were trying to help Eddie control his suit."

"We were really working on trying to get my suit out of me. Laura stopped us and told me if I tried taking it out myself, it'll kill me. The equipment to remove it is back at SHIELD headquarters and so is Eddie's suit pieces. Laura's going to get us in and out without being seen. I just thought I should tell you what I was going to do this time instead of keeping it a secret."

Mary Jane Stared at him quietly. Her mother was just out of sight beside the stairs behind him, keeping her from doing what she really wanted to do, which was to grab hold of Peter and never let him go.

"I want you to look me in the eyes, Peter." She couldn't quite keep the quiver of her voice out no matter how stern she tried to sound. "I want you to promise me that when you go out there, you will come back. I need to know you'll stay safe and not get hurt and come back to me."

Peter shifted where he sat and took both her hands. "Mary, I can't promise that. But I can promise you I will find a way back to you. Even if I have to through hell, I'll come back to you."

Reaching up, Mary took his face in her hands and was fixing to kiss him deeply when she saw her mom out of the corner of her eye. She backed off and gave him a tight hug instead. "I love you."

"I love you too," he said, returning the hug.

Coming out from her position by the stairs, Anna stared at her daughter and resurrected boyfriend. "Oh go ahead. Give him a reason to come back to you. I gotta get more cheese balls anyway."

A moment after she turned to head into the kitchen, Mary and Peter abandoned their hug and kissed deeply. "But don't really give him a reason," Anna called from the kitchen. "You know, draw the line somewhere."

The couple couldn't help but smile as they separated and leaned their foreheads on each other. "I will come back, MJ," Peter told her.

"And I'll be waiting." She gave him one last soft kiss as they stood up and he headed for the door while picking up his bag.

"Oh, uh, Mrs. Watson?" He called before opening the door. "Can I ask you a favor?"

"What is it, Peter?" Anna asked as she re-entered the living room with a new bowl of cheese balls.

"Can I change real quick before I go and do you have two trash bags and duct tape I can have? Aunt may didn't have any."

"Yes but, what on Earth for?"

Peter once again scratched the back of his neck and glanced at his girlfriend. "Well…"

"You suck, Parker," Eddie Brock grumbled as he, Peter, and Laura trudged through thigh high water. "You really do suck."

"Don't hate the genius, hate the test," Peter responded.

Knowing they would have to travel a ways through the sewers, Peter came prepared. Instead of wearing his Scarlet Spider costume, he grabbed a pair of plastic painter's coveralls to wear over a pair of shoes, sweats, and a cheap white shirt. The trash bags he got from Anna Watson were wrapped around his legs to make sure all seams were covered. He went so far as to purchase a filtered mask before meeting the others at the marked sewer entrance on the map. The three each carried a copy of the map Laura made along with a flashlight and the disk Eddie would need for his part.

"Will you two quit screwing around?" Laura angrily asked. "Man up and hurry up. We're going to miss the shift changes and will have to wait for tomorrow. I want to get this over with as fast as possible. With Parker dressed like the world's largest condom and you throwing up every five minutes, it's a wonder we haven't fallen behind schedule."

"Don't tell me to man up, clone. I'm not the one wrapped in plastic and scared of getting my feet wet." Being down in the polluted water, Eddie was silently wishing he had on actual clothing instead of just having his suit form a quick pair of jeans, shirt, and trench coat ensemble.

"Call me a clone again, and I will make you a woman, Ooze Boy." To emphasize her point, Laura popped the claws of her right hand and held them up.

"She told you," Peter mocked. "Hey, Eddie, look, a floater coming right at ya."

"Shut up or I'll make you a floater." Eddie felt his stomach tighten up again and the rush of bile rise in his throat. He once again threw up as the floating fecal matter brushed his leg.

"Such a baby." Laura continued forward, listening to Eddie gag for what seemed the twentieth time by now. "Parker, how'd you end up friends with such a wuss?"

"Don't ask me. I was a kid."

"How much longer till we get to my junction?" Eddie asked. "I don't want to have to hear you two complaining about me anymore."

"Next one we come to," Laura told him. "Take the right and follow the map I gave you."

"Fine, I'll go ahead and leave you two alone to mock me in private. At least I'll know Parker's gotta walk through my puke."

"Good luck, Brock." Peter told him as he walked past. "Don't fall into any deep ends."

Stopping in his tracks, Eddie nodded then turned back to face the plastic encased hero. "Remember, Parker. You brought this on yourself." He then ripped the face mask off Peter and watched as he began to gag as he breathed the tainted air. "Enjoy the fresh air, Spider-Man."

As Eddie walked off and Peter threw up, Laura rolled her eyes and shook her head. "Men, such babies."


	11. Chapter 11

11.

"You mind, Parker?" Eddie said as he climbed in through a vent from the sewers. "Some of us would like to get out of the rat infested sewers if you have yet to realize it."

"Oh shut up, Brock," Peter told him as he took off his coveralls and other gear that protected him from the fecal matter in the sewer. "You've done nothing but belly ache since wading through that water."

"Well since I wasn't encased in a Ziploc bag-"

"Shut up, Ooze-Boy," Laura forcibly interrupted as she placed back the vent covering they had climbed in through. "Parker, you remember where the labs are down here? I was only allowed in the training, offices, and medical wings."

"Yeah, we should be near the weapons vault." Flinging his backpack over a shoulder, Peter forewent donning his costume in favor of something that made him resemble one of the SHIELD agents fresh from training. At least that way they wouldn't look at him too closely upon first glance and he would at least have an opportunity to sneak away if he could.

Now in a long metallic hallway underneath SHIELD headquarters, the three infiltrators went about what they had set out to do. They made mental notes of the direction they were headed in as the hallways all looked alike with their smooth gray tile flooring and steel walls. Bright luminescent lights shone down from the ceiling where vents circulated the air so as it won't become stale. Laura guarded their rear as Peter took point due to his Spider Sense. Eddie concentrated on what his suit was feeling, often giving directions of where they were supposed to go when he felt his suit get a strong yearning every now and then.

"This way, I can feel my other parts calling out to me," Eddie told them as he turned down a hall to his left. "They know I'm here. They know we're here."

"Well tell them I want the one I have in me out. I don't want this thing trying to control me when I get mad or around you." Peter brushed past Eddie as he again took the lead.

"It's a gift, Parker."

"Not when it wants to take complete control it isn't. I want my life back and I want it now."

"Why don't you start with what Tony Stark told you and just be yourself?" Laura asked. "Beats the hell out of pretending to be someone you're not."

"How did you know what he told me?" Peter asked surprised. "We were in a limo and it was only the two of us."

"You don't really think I've been monitoring you since you went back to high school, do ya, bub? I was sent to keep tabs on you since the day after the Chameleon episode you had."

"What happened to him anyway? Is he somewhere down here?"

"Negative. Danvers neutralized him after you left him hanging in the alleyway."

"You know, the emotionless tone in your voice would come as a surprise to me if not for your relation to Logan."

"And yet, you still have to point it out. Now if you would pay attention, I think we've come to our first stop on our tour of SHIELD headquarters." Stopping where Laura was, Peter and Eddie went up to the door she was standing at and read the sign displayed on it.

"Interrogation room?" Peter said. "What are we here for?"

"Think, Parker," Laura grunted as she pinched the bridge of her nose. She popped a single claw and carefully cut the lock which held the door shut. "Interrogation room means they'll have an electrical persuasion table which will provide an adequate currant of energy to dislodge the suit from you. Since the suits respond negatively to electrical stimulus, your only choice is to-"

"In short, I have to be tortured to get this thing out of me."

"Simply put," an evil grin crossed her face, resembling the original Wolverine's quite perfectly, "yes."

"Fine, just as long as I…Eddie? Where's Eddie?"

Looking around, Peter couldn't find their third wheel who had disappeared from sight. Not even Laura knew where he went.

Separating from the others, Eddie entered another door further down the corridor they were sneaking through. It seemed strange how no SHIELD personnel were traversing the hallways or stationed behind a computer terminal but he stayed on high alert regardless. The only explanation to the corridors resembling a ghost town wuld be that it's late and even SHIELD agents need their rest.

It didn't take him long to find what he was looking for as his suit directed him to where another missing piece of it was. The room he entered was dark and silent except for the humming of machinery. His suit knew its missing piece was in there but couldn't see it. It was active, hiding somewhere in the shadows in an attempt to ambush him. He knew this for as bonded to the soldier wearing it was, it was still part of a whole and desperately wanted to be reunited with its source.

A shiver ran up his spine, not from a chill, but from the unseen suit stalking him. Slowly, Eddie had his suit form over him to its usual monstrous appearance. That was when the attack came. The door he entered through slid shut and locked as a screeching form landed on his back and began to claw at his person.

The pain he felt was short lived as he reached behind him and ripped the attacking suit wearing soldier off his back and flung him across the room. A bolted down metal examining table was crushed under the weight of the soldier as he came crashing down on it. Eddie wasted no time as he leapt into the air and impacted his feet on the other's chest. Four tentacles shot out of his back and embedded themselves in the soldier below him as he began to reabsorb his missing piece of suit. Like before, the soldier cried out in pain and started to shrivel into a dried up version of a once healthy man, leaving behind a mummy-like husk. Once the absorption was completed, Eddie bent back and unleashed a loud roar that shook the various instrument panels in the room. He felt stronger, close to completion as his suit took on another darker shade.

It was all going well. He had only one more suit piece to find then he would leave New York. He once again searched for the last piece he needed by concentrating on what his suit picked up from being near it when what can only be described as a massive penetrating shot of pain to the head struck him and made his suit react in such a way, he thought it was going to be ripped right off him.

Letting out a roar of pain, he grabbed the sides of his head and was struck from behind. Crashing through a wall, Eddie barely had enough time to get up when a massive fist collided with his jaw. With the room spinning around him, Eddie looked where the hit came from and saw a large black suited individual standing over him. It was nearly like him except for a more human-like jaw. A gurgle emanated from its mouth as it reared its clawed hand back and attempted to impale Eddie's chest cavity, only to collide with the metal of the broken wall where he once laid.

Getting back to his feet, the black suited Eddie locked eyes with the other suited soldier. He bared his teeth and released a growl as he and his other readied themselves to charge at each other.

"You sure you know what you're doing?" Peter asked Laura as he lay strapped to a table inside the interrogation room.

"As sure as you are wearing a skin tight costume." The female clone worked the controls a few feet away, powering up the electrical system and manipulating the power settings. "You might feel a slight stinging sensation but it shouldn't leave any permanent damage.

"Just don't amp it up too high now."

"Trust me, Parker. You're worth more to me alive than dead."

"My sentiments exactly," came a voice from further within the room.

Both teens turned to where the voice originated from and caught sight of a presence moving in the shadows. The form stopped just shy of entering the light where Peter was under.

"Carol, why am I not surprised?" Peter said flatly. "You here to stop me?"

"No, persuade you is more like it." Stepping towards the table, but keeping her eye on Laura who looked ready to pounce, Carol made sure to keep a good distance from the angry looking young woman. "Parker, do you know what you're doing?"

"Not really. I just thought I needed a tan so-"

"Cut the crap. Look, I don't think you understand what we've done to you. We gave you a second chance at life. We used your father's suit to repair your body and in return wanted for you to work with us to protect the people who need it."

"Funny, and here I thought you were wanting to control me and the world instead of protect it."

Carol sighed and shook her head. "I know that's what I made it sound like but the fact of the matter is I want SHIELD to police the world, not just from crazed mutants or insane augmented individuals, but also from megalomaniac dictators who choose to oppress people. Do you have any idea of what really goes on in the world? What they show on the news is only a small amount of what's really going on. And dispite what you think of me, I want to change it."

"Then why bother with me? Why put this, this suit in me? I want it out."

"There was a…a contingency plan in effect for you made by Nick Fury. He ordered in the event of your death, you were to be saved due to your actions taken since you gained your powers. He wanted you to be protected, due to personal issues. He failed you, Parker. He admitted to it and this was one thing he had planned from the moment he saw something different about you that no one else had. We put your father's suit in you for your own protection. Laura was supposed to monitor you to make sure you didn't try anything stupid like you are now. I wanted to see how you would respond to certain emotional triggers and had my scientists use Chameleon to start that sequence for me. The face of Osborn and the Goblin were enough to trigger a severely negative response and show us the suit would in fact override your better judgment to protect you."

"Is that what happened when it formed on my hand during school and when I got mad at Eddie?"

"Precisely. It's a type of preservation control Fury wanted you to have."

"Well I don't want it. This thing is alive in me and I want it out." Turning to Laura, Peter signaled her to start the machine's electrical current.

"Parker! Do this and there's no guarantee it will work. It may even kill you."

"Then you get this thing out of me!"

Before Carol could say anything more, a loud roar echoed through the hallways, drawing the three's attention to the door. The roar was followed by the sounds of a fight ensuing and coming closer until Eddie and the suited soldier burst through the door as they clawed at each other. Tentacles whipped around them as they tried to impale one another with metal, wires, and sheet rock flying through the room.

Carol ducked behind a large computer mainframe just as one of the tentacles came her way. It collided with the machine and left a large dent in it. Laura leapt out of the way as the two crashed into the area she was standing at. Landing on the control panel for the electrical interrogation table, they accidently activated it on its highest setting. A large burst of electricity shot through the wires and caused the table to explode in a brilliant ball of light.

"Parker?" Laura yelled. "Peter!"

As the two suit wearing individuals continued fighting, another screech echoed through the metal room. Laura, Carol, Eddie, and the soldier looked to where it came from and saw a red suited Peter Parker with blue highlights around his legs and torso. A large black spider symbol covered his chest and part of his stomach. Claws topped each finger and large pointed teeth where bared in an angry snarl as his white eyes like his mask formed on his face.

With one last screech, it leapt at the fighting suits with claws ready for eviscerating.


	12. Chapter 12

12.

Landing with a heavy thud on the metallic floor, the suit wearing Peter came close to slicing into Laura who back flipped out of the way as he dug his claws into the metal flooring. She in turn unsheathed the claws on her arms and readied herself for another attack, what she didn't expect was for Peter to morph his hands into sharpened pikes.

On the other side of the interrogation room, Eddie did battle with the suit wearing soldier. Both collided with bone shattering force as they worked on slicing apart the other with their bare hands. Pieces of their suits fell to the ground where they crawled back to their respective owners; however, a few ignored the soldier and were absorbed back into Eddie, slowly making him stronger. Roars and howls emanated from them as they continued their onslaught without any care to the exploding lab equipment around them.

Caught between battles, Carol Danvers drew her side arm and took cover behind another computer terminal. S #t, knew I shouldn't have cleared out the area this soon."

She cocked her weapon and peered from her cover at the two separate battles. The soldier fighting Eddie was losing ground as he was already impaled by a tentacle. His suit was being slowly absorbed by Brock who was fighting to regain what was once his. It came to a stop as the soldier severed the tentacle and rammed Eddie's head into the terminal to their side, leaving him dazed and on his knees from a short electrical shock. His attention was then turned to Carol whom he didn't seem to recognize.

"Mulligan?" she called hesitantly.

The soldier gave a clicking noise as its upper lip twitched to show its elongated teeth.

"Mulligan, stand down."

The soldier lowered himself into a pouncing position.

"Mulligan!"

Forcing to act, Carol opened fire as the suited soldier took to the air with claws outstretched to kill her. Three rounds were fired striking him in the chest, left shoulder, and stomach. The effects were immediate as the soldier fell to the ground and convulsed in pain. Electrical shocks pulsated throughout his body, making him give a high pitched wheeze.

"Mulligan, ease down!" Carol ordered as she aimed her gun at the soldier who was trying to get back to its feet. "Mulligan, that's an order!"

Before she could fire off another round, Laura crashed into the wall behind the veteran SHIELD agent. Sparks flew around the two as the clone fell to the floor and the suit wearing Peter landed on top of her., digging his clawed hands into her chest.

"Parker!" carol yelled as she fired two shots at him.

The electrical bullets missed hitting him by several feet as he leapt away. At the same time, Laura got back to her feet and shoved her claws into his shoulder and stomach. Letting out a screech, he kicked off of her and landed halfway across the room. The four puncture wounds in his body bubbled and healed completely as he attacked Laura once again.

"I don't want to do this, Parker!" Laura shouted as she faced off with him again.

Upon contact, Peter's suit began to absorb his female foe with only her feet free and attempting to find traction to pull her away. She quickly found herself to be unable to break away or use her hand claws. Bringing her face close to his, he let out a roar as four tentacles formed from his back and positioned themselves to impale her head and chest area.

"Ain't gonna happen, Parker!" Popping a foot claw, Laura kicked herself into a cartwheel and stabbed the suited Peter in the neck to force him to relinquish his hold on her.

Taking aim, Carol fired twice at the healing Peter when she was knocked back hard into the wall. The suited soldier had managed to get up and rush Laura, knocking her to the side and impaling Peter with a tentacle of its own. Instantly, the red and blue suit began to recede off of Peter who was beginning to resemble the other soldiers whose suits Eddie had ripped off of.

"Parker!" Carol shot her electrified bullets at the soldier in front of the teen. It began to spasm and release Peter's suit back into him but still had a solid hold on the young man.

Getting back to his feet, Eddie shook his head and saw what was happening. Carol was reloading her pistol as Laura attacked the soldier from behind. Knowing what would happen to Peter it he wasn't freed; he attacked the soldier and knocked him into an electrical cabinet. Sparks flew as no less than fifty thousand volts of electricity shot through him as he unleashed a deafening roar that made the others cover their ears but not only was the soldier shocked, but Peter as well. Fortunately, he didn't receive the majority of the electrical currant as the soldier's suit absorbed most of it.

With one final explosion, both soldier and Peter flew across opposite sides of the room. Landing with a hard thud, Peter lay unconscious on the floor with nothing on. The soldier wasn't as lucky as he hit head first and broke his neck on a pipe. As for the suits, they lay in a large puddle near the deceased soldier and didn't move.

"Parker?!" Laura slid next to the sleeping teen and made sure he was breathing. She let out a sigh of relief when he took a deep breath and jolted awake.

"Laur…wha…what happ…" Peter was staring at three Lauras with the room spinning around him.

"Why is it every time I run into you, you're naked, Parker?" Carol asked as she ejected her magazine and reached for another.

"You were shocked pretty good back there," Laura told him. "It looks like the suit you had is on the floor in a puddle."

Looking past the clone, Peter saw the puddle she spoke of. It was a mixture of red, blue, and black. "So it's out? My suit's out of me?"

"You can thank Eddie for that," Carol told him. "Par…Peter, This doesn't change a thing. I miscalculated working with the suits and-"

"I'll deal with you on a minute, Danvers," Peter said as Laura helped him up. "Just someone, get me my bag. I need pants."

Over beside the seemingly melted suit, Eddie, who had recalled his, knelt down beside the dead soldier to check for a pulse. When none was found, he turned back to the prone suits and reached out a hand to it. He was surprised when nothing happened. His separated suit should have crawled back to him and not lay prone. Electricity wasn't enough to kill it, it would take fire to do that. He tried again and still nothing happened.

"Danvers?" He took several steps closer to the agent as she pulled out a tablet-like device. "Danvers!"

"What is it, Brock? I'm trying to get backup down here."

"My suit, why won't it respond to me?"

"Got me, Brock. It could be too stunned to listen to your commands. I only verified it to be used on Mulligan. I had no idea they could become unruly."

"That's a crock," Peter said as he finished putting on the bottom portion of his Scarlet Spider costume. "What else did you do to them?"

"Nothing else, Parker." She tried to contact the upper levels of the base but couldn't get through. "Damn. The surge must have fried all communication relays."

"I need my suit back," Eddie told her. "All of it. I can feel it's alive but it won't respond to me. Why?"

"I already told you, I don't know."

"Tell me what else you did to my suit, Danvers." Brock marched over to the agent as Peter continued to get dressed and Laura looked the room over.

The suits lying on the floor began to blend together. They slowly moved away from the four remaining people and continued to combine. Moving like oil on water, they came into contact with the dead agent and reached out to his fingers. Strands of the tar-like substance covered his hand and moved up to his arm and shoulder, forcing the lifeless body to twitch.

"I need to know what else you've down here, Danvers," Peter demanded as he fitted the top portion of his costume on.

"I already told you, that's classified, Parker."

"What's the Jacosta project?" Laura asked. "And is that where I came from?"

"Classified."

"Screw your classification!" Peter yelled. "I need answers. What is the Jacosta project, what were you doing with my father's suit and is-"

A loud gurgle followed by a roar filled the damaged room. The three teens and agent turned to face the back of the interrogation room and grew pale at the sight of the lifeless corpse of the agent known as Mulligan stood up with the suits covering him. They combined to give him a two toned appearance with his legs being black and his torso, arms, and head being red. Tendrils wiggled over his arms as he faced the remaining individuals and let out a shriek.

"What the hell?" Laura said as she popped her claws again.

"Danvers," Peter asked as he slid on his gloves and webshoters. "What is that?"

"My suit," Eddie said. "What did you do to my-"

The new creature let out a high pitched roar and took a swipe their way. Its arm turned into a long serrated tendril that cut through the remaining terminals and forced the others to dive out of the way.

"Run!" Danvers yelled as she fired round after round at the creature. The electrified bullets only served to slow it down, failing to bring it down and putting it in a convulsive heap.

"Yeah, I think you need more than electric bullets," Laura told Carol as the monstrosity attacked.

"Damn!" Peter yelled as he grabbed his mask and sleeveless hoodie.

The teens ran out of the room while Carol finished off her magazine then followed soon after, reloading on the fly. The black and red monstrosity charged after the group, smashing through any and all debris in its wake. Metal crunched under its massive bulk with computer equipment erupting in sparks and small fires. Overhead, the building's fire system doused the room with an oxygen killing gas and alerted those upstairs of the emergency.

"Carol to anyone," the director of SHIELD yelled into her communicator as she fired behind her. "Get down to 'D' level immediately. S #t! Comm's still down!"

"Just keep running!" Peter shouted as he took the lead. Unlike the others, he was running on the ceiling while cocking his webshooters to fire his impact webbing.

"We need to lose this thing!" Eddie announced. "Where's the most secure room down here?"

"That's off limits, Brock!" Carol informed him.

Popping a set of claws, Laura turned to look at the reloading agent. "Want me to pull a Kerrigan on you? What's the securest room down here?"

"Guys, down!" At Peter's command, the group dove forward as he fired two web balls at the end of the hall. The moment they struck the sides, they expanded and covered the passage just as the creature turned the corner. "That won't hold him for long."

"He triggered the fire alarm," Carol said. "That will alert the agents upstairs to come down here and-"

"And get killed by that thing." Marching up the agent, Peter pushed her into a wall. She in turn raised her gun but he quickly pulled it away. "What is that thing, Danvers?"

"I don't know, Parker!" she yelled. "And this really isn't the time to discuss it!"

"Then when is it the time? When that thing's tearing us limb from limb?"

"There are certain things you cannot know about, including this one!"

"With all due respect, shut the hell up!" Eddie ordered from a few doors down. "Danvers, open this door, it looks like the most secure one down here but it needs a card and passcode."

Noticing the sign on the massive steel door, Carol shook her head. "No, Brock. It's off limits."

"And you're going to be killed along with us if you don't drop the crap and open the door!"

Down the hall on the other side of the web barricade, gunfire erupted as well as the roar of the creature. Cries of death followed after with the gun fire growing less frequently. In under a minute, the creature had killed all those who challenged it and returned to slicing through the web structure.

"A squad of your agents just died fighting that thing. Care to add your name to that list? Open the door."

Looking back down the hall, Carol saw the web barricade move from the creature's attempt to slice its way through it. Another roar echoed through the hall, evident the creature was getting impatient with its current activity of slicing through the obstacle.

"Fine," Carol said with a huff. She hurried up to the door and slid her card in its reader. Her fingers flew over the touchpad as she typed in the code, allowing the door to open and for them to get inside.

A moment after the door closed and locked shut, the creature broke through and stomped down the hallway. There was no sign of its quarry anywhere as it searched the passage and soon passed the room Peter and crew entered. The door was labeled 'Jacosta Project'.


	13. Chapter 13

13.

With the heavy door shut behind them, Peter and the others strained to listen in an effort to make sure it was safe to move around. Heavy thuds could barely be heard on the other side of the barrier and stopped. After a few stress filled seconds, they started up again and headed away from the room.

"So what now, Parker?" Eddie asked as he caught his breath. "We went from getting my suit back and getting yours out only to wind up in Resident Evil."

"It ain't my fault, Brock," Peter countered. "Miss Control Freak here's the one who started this whole thing in the first place. If she just would have brought me back without any damn extras, we wouldn't be down here."

"Could you two shut up?" Laura angrily grunted. "That or I cut out your tongues."

"I know this is a dumb question but, do one of you have a med kit on you?" Carol said with a wheeze. She pulled her hand from her side with fresh blood coating her palm.

"Danvers?" Peter hurried up to her side and moved her suit coat over. "What happened? How long-"

"Since the attack in the room. A piece of shrap hit me. It's not bad but it hurts like hell."

"Come on, we'll see what we can find in here."

"Are you kidding me, Parker?" Eddie said as the costume wearing teen helped the agent to her feet. "After what she did to you, you're going to help her?"

"Call it a weakness, Brock."

"Or a damn hero complex," Laura stated.

With Carol leaning on Peter's shoulder, Laura took the lead into the room which fed into a narrow corridor and opened up to reveal a large laboratory after several yards. The group stopped in their tracks when they laid eyes on large generators, computers, examination tables, and large glass tubes filled with a clear bubbling liquid with people inside. Breathing masks were over their faces, making identification by appearance impossible although one of the encased women was blue and one of the men had incredible large metallic wings. Monitors on the sides of the tubes displayed vital signs, indicating each were alive with strong vitals.

"What the hell are you doing down here?" Peter asked as he came to a dead stop and looked over the lab.

"None of your business, kid." Carol answered.

"I'm making it my business." Setting her on a chair beside a lab table, Peter joined Laura and Eddie in looking over the ones in the tubes.

"Worthington, W. Lebeau, R. Rasputin, P. Murdock…M. I know some of these people!" Peter exclaimed. "They're X-Men, at least the ones I've met."

"I've got some more," Eddie announced. "Wanger, K. Summers, S. Blair, A."

"Pym, H. Van Dyne, J. Richards, R," Laura added to the list of names.

"What are you doing down here, Danvers?!" Peter reiterated. "I want the truth! They're all dead but why are they in these tanks alive? And why do some of them look different?"

Carol refused to answer and instead went to applying gauze and antiseptic to her wound. That was until Laura came up behind her, tilted her head back forcibly, and popped her claws near her throat.

"Answer the question, agent woman. Or I might slip." To emphasize her point, she gently moved her adamantium claws ever so lightly across Carol's neck, leaving twin slices comparable to paper cuts.

"Laura, ease back," Peter said. Part of him didn't think she would actually do what she threatened but he soon reminded himself of her DNA being Wolverine's.

"Fine," Carol huffed. But this does not leave the building. What we're doing her goes against every law the government has when it comes to human rights as well as the laws against cloning."

"They're clones? All of them?" Peter asked.

Laura sheathed her claws and took a seat on the table beside Carol. Eddie continued looking the tubes over and studying their controls while Peter flipped through a notebook sitting beside the main terminal at the front of the lab.

"It all started with Hank Pym's research into the super soldier program. One of our solutions to the Captain America project was to clone Steve Rodgers and reverse engineer the chemicals responsible for his powers. Pym dubbed it 'The Jacosta Project" and it was our main study until Rodgers was found. It was shut down by us but Hank continued his research."

"So none of you knew what he was doing?" Peter asked.

"No, Parker. It wasn't until Magneto flooded the city and his forces began that war against humanity when we found out. The Blob had just killed Janet when Hank came upon them. He killed Blob than brought his wife's body back to base where he told Stark about it before he sacrificed himself to save SHIELD headquarters. When we found out what he wanted us to do, it was determined by myself and several others to continue his research. It was my idea to have the world's heroes cloned to take the place of those who fell. My idea was simple, keep the ones fighting the enemy alive and make adjustments to them when needed. Janet was the first test subject but Laura was the first clone we had released. Despite what I may have said or what she thought I meant; she is a success."

Laura crossed her arms and looked away. She stared at the ones confined in the tubes and imagined herself inside one for an indeterminable amount of time. Something similar to sympathy for those unable to live their lives outside the tubes came across her. She looked at the various control terminals then at Peter. The memory of their first meeting flashed through her mind with them sparring in the training room months ago with him wanting nothing more than to go home and back to the ones he loved. It was a feeling she unwittingly felt as she looked upon the other clones.

"What did you do to them?" Peter asked. "I don't remember Worthington having metal wings."

"We spliced certain DNA strands together to improve on their genetic structures. Worthington or Angel as the X-Men knew him, was spliced with the DNA of Colossus and Wolverine. His wings still allow him to fly but they're also capable of firing each feather like a throwing knife and regenerate new ones. We dubbed him Archangel. Wagner or Nightcrawler was made female and dubbed Nocturne. The one you know as Cyclops doesn't need a visor everywhere he goes and so on and so forth."

"Is there any conscience in you at all?" Peter took several steps towards the SHIELD leader as he put the notebook he was flipping through down. "Or do you think it's okay to play God?"

"We're not playing God, Parker." The look and tone of voice Carol used had Peter tighten his fists as he stared into her eyes.

"Let them out," Laura told Carol after a moment.

"Excuse me?" The agent couldn't help but give a small smirk at the order. "You're in no position to-"

"Let them go or I'll throw you out into the hall and let that thing get a hold of you." Laura grabbed Carol by the neck and brought her to the first computer terminal. "Do it!"

"Whoa, easy, Laura," Peter said as he carefully approached her. "Let her go."

"Not until she frees the others, Parker."

"Laura, think about what you're doing," Eddie said. He too was careful not to make any sudden movements. "These aren't people. Their cl-"

"Finish that sentence and you'll be a woman, Brock." Turning back to Carol, Laura came extremely close to the agent's face. "Free them."

"I can't." Try as she could, Carol could not free herself from Laura's grip. "They're not ready to be woken. It'll take several minutes to waken and free them, not to mention we still have that thing out there to deal with."

"Carol," Laura's voice came out calm and almost pleading as she released her grip. "Free them."

Looking into the girl's eyes, Carol didn't know what to think, especially when she used her first name. "What did you call me?"

"Carol."

Thinking it over, the agent rubbed her neck and stood at her full height. "Okay. I'll release them. Parker, Brock, get some clothes from the storage room at the end of the lab." She turned back to the computer and inputted several commands. "I just hope they're ready," she whispered.

As Carol activated the purge program for the tubes, Peter and Eddie headed to the storage closet to retrieve what Carol asked for. Eddie was the first to reach the room as Peter stopped at a cabinet of chemicals.

"Parker, what are you doing?" Eddie asked as he opened the closet door.

"The suits can't stand electricity, so maybe I can come up with something to add to my web cartridges to help fight that thing. Maybe adding iron to the compounds and a battery to the wrist mount, sort of a makeshift tazor."

"Or how about magnesium?"

"Magnesium could be good for setting it on fire since the web formula is seventy percent water and will burn whatever it touches. But if I can deliver a strong enough shock to it, maybe I can slow it down long enough for you to reabsorb it before burning the rest. I just need some time to…"

Trailing off as he looked back at Eddie, Peter froze in place at the sight of a door behind the suit wearing individual. Ignoring his name being called by Eddie, he took careful steps towards the just discovered room with his eyes growing wide when he made sure of what he saw.

"Danvers!" Peter yelled at the agent as she and Laura helped one of the freed clones out of a tube. "Danvers!"

"You got the clothes, Parker?"

"Danvers, what the hell is this?"

"Is what?"

"This!" Peter yelled as he pointed at the room. "Why does this door say Osborn?"

"Peter, what's wrong?" Eddie asked as he heard the combined emotions of anger and fear in the costume wearer's voice.

Carol quickly made her way to the two, leaving Laura behind to help another clone to the ground. The moment she got to the door Peter was referring to, she stared at the teen then at the door. "It's not what you think, Parker."

Shooting forward, Peter rammed his shoulder into the door and broke the lock as he made his way inside.

"Parker!" Carol yelled as she followed him inside.

Standing inside the room, Peter found it to be empty save for old dusty computer terminals lining the walls and a large tube similar to the ones the clones occupied in the lab. Its glass was broken from the inside with shards still on the floor. Scorch marks covered the area along with claw marks and dried blood. From the looks of it, the room hadn't seen light in years.

"What…what is this?" Peter asked.

"Parker-"

"Tell me!"

Carol sighed and slumped her shoulders. "He was here. Norman was here at one time. It was after the incident on the bridge. He escaped and-"

"Is he alive?"

"Parker-"

"Is the b $#%&d still alive?!" The super powered teen roughly grabbed Carol by the collar of her shirt and pinned her to the nearest terminal. "Tell me!"

"N…no, Peter. I ordered him to be incinerated. He…he's dead."

"You hesitated." He tightened his grip on her collar, slightly tearing it.

A loud bang occurred throughout the room forcing Peter to drop the agent and head back into the laboratory with Eddie joining them with his arms loaded with clothes for the clones. Laura helped the last of the clones out of his tube when her attention was drawn to the door, which had formed a dent from the creature on the other side slamming its fists into it.

"Peter, all drama aside, can you pull off that bull spit you said about those chemicals?" Eddie asked as he tossed the bundle of clothes to Laura.

"Think you can hold that thing off long enough for me to mix them?" Peter asked.

The dent slowly grew bigger as the creature let out a roar.


	14. Chapter 14

14.

"Hurry up, Parker," Eddie said as he moved several large metal tables in front of the door. "This things cheesed off and not backing down."

"I'm going as fast as I can." Peter shot back. "Mixing chemicals like this is kind of a bad idea."

Moving as fast as he could, Peter grabbed various vials of chemicals, some volatile, and mixed them with his open two chamber web cartages. Three had a strong iron base, making them more susceptible to carry a currant of electricity as Carol rigged a SHIELD issue tazor to attach to one of Peter's webshooters. Three others were filled with a magnesium base and when mixed with the liquid of the cartage's second chamber, would result in burning the target if not outright setting it on fire.

"I need a few more minutes," Peter said as he steadily added his mixtures together.

"You have two, three tops," Laura shouted. She was busy helping the clones dress themselves and move to another room she was reinforcing for their protection.

"The battery's in place, Parker," Carol told him as she sat the webshooter down beside him. "You've got two batteries for the tazor so make them count. They deliver a stronger pulse than civilian models so don't get too close."

"Parker, hurry the hell up!" Eddie shouted as he manifested his suit around him except for his head. "This thing's not getting any calmer!"

"Almost there." Carefully, Peter poured the first batch of mixed chemicals in one side of three of the cartages.

"Clones are secured," Laura announced as she helped Eddie brace the door.

"Almost there." He sat the first chemical mixture down and began to fill the other three cartages with the magnesium mixture. "How many electric rounds do you have left, Danvers?"

Checking her sidearm and arm holster, Carol replied, "Three in this clip and seven in the last one I have left. What are you thinking, Parker?"

"Because if this doesn't work; that's all you'll have to defend yourself." Finished with the new web mixtures, Peter recapped the cartages and loaded them back into his webshooters. "Three electrical ones, three magnesium ones. Really hope this works."

"We need a plan of attack," Laura said as she braced herself against the door. "This thing's gonna come in guns blazin' and-"

"Here, this is the iron mixture." Peter ran up to the female Wolverine and handed her the compound he mixed. Spread it out and make sure to cover as much of the ground as you can around the cloning tubes. Eddie, keep the door braced for another few seconds."

"What're you planning, Parker?" The strained words could only come from gritted teeth as sweat fell from Eddie's brow.

"I want the cloning area to be one big trap. With all the electrical equipment there, we should be able to give it a good enough jolt to knock it out."

"Peter," Carol said. "If bad comes to worse, I want you to know something. Your suit is bonded with you on the genetic level. It was created with your father's DNA like you know, but it has completely bonded with you. You'll never be rid of it fully."

"What?"

"And one more thing, when you get the time, check under your right eye. Look for a red mark. Each one shows what generation of clone you are. That way, you'll know I never lied to you when I said you were not a clone since you won't have one. I may be a b#$%h, but I know when to stop."

Before Peter could say anything more, a massive red clawed hand tore through the steel door and grabbed Eddie by the head. Faster than Peter could say his name, the suit wearing man was ripped through the hole as he yelled Peter's name.

"Get back!" Peter yelled.

Leaping to the ceiling, Peter donned his mask and sank into the shadows. Laura used her claws to climb up above the entrance to the lab to achieve a perfect ambush point for her while Carol took cover on the other side of the cloning chambers. With one final roar and loud thud, the black and red suited monstrosity burst into the lab, landing on all fours like a dog. And just like a canine, it sniffed the air and looked around.

All was quiet in the lab except for the humming of the generators. The creature took a step forward and sniffed the air again. Its upper lip twitched with each inhalation of air while its lifeless white eyes surveyed the area. Seeing there was no one anywhere, it leapt to the beginning of the chambers and gave a roar that nearly deafened the hiding threesome.

Moving as silently as she could, Laura braced herself with a booted foot flat on the wall and raised a clawed hand in preparation to strike. From her vantage point, she could see Carol lower her weapon and train its sights on the creature. It just needed to take four, five more steps tops and it would be walking on the iron mixture. Peter, now fully costumed as the Scarlet Spider, carefully crawled on the ceiling until he was right above the spot the creature needed to be. If anything, he would drop down and lure the creature further in himself. Tensions were high but there was no need to jump the gun as everything needed to be timed perfectly. It was then when Eddie yelled from down the hall and caused the creature to turn around, catching Laura above him, and let out a shriek as if challenging her.

"S#$t!" Peter yelled as a tendril was fired in Laura's direction.

Leaping out of the way, the clawed young woman barely missed being impaled with the sharp tipped tendril and landed on the back of the beast. She buried her claws into its back time and time again before jumping off to where the trap was set. The creature growled and took a step in her direction only to come to a stop. It sniffed the ground and immediately took a step back.

"Clever boy." Laura whispered.

Letting out a grunt, the creature leapt onto a wall and made its way around the covered area. As it was halfway around the trap, a silver ball of webbing sailed through the air at him and splattered on the wall, slightly encasing one of its black legs and bringing it to a stop.

"Danvers, shoot it!" Scarlet Spider ordered as he fired a webline to the webbed surface and sent an electrical shock through it.

The creature let out a roar of pain as the tazor's electrical shock was amplified due to the chemicals mixed into the webbing. Carol's bullets only served to cause it more pain as they each supplied heavy volts of electricity.

"Eddie!" Scarlet Spider yelled, only to be met with another roar from the monstrosity. "Eddie!"

"Peter!" Eddie's voice was faint but close.

"S#$t, Laura, Carol, keep the creature in here, I'm going after Eddie!"

"We need you here, Parker!" Carol yelled as she fired the last of her current magazine.

"Eddie needs help, I'll be back!"

"Parker!" Laura yelled, but he was gone.

The electrical current had died out and the creature ripped its leg free of the webbing. If it wasn't angry before, it sure was now. Letting out a shriek, the creature leapt onto the top of several cloning chambers and fired a tendril at Laura. She dodged at the last minute, slicing the red tentacle as she dove out of the way.

"Parker, get your sorry ass back here!" the young woman yelled.

"Laura!" Carol shouted as she reloaded.

Looking back at her alien-like attacker, the female clone saw a large red sickle-like weapon form from one of its arms and swept through the booby trapped area. She couldn't move in time as it sliced its way into her chest and buried her into the cloning chambers.

"Damn you!" Standing up from her cover, Carol fired several shots at the creature. Loud thunderous shots filled the lab, doing nothing to the creature who set its sights on the agent and leapt after her.

Time slowed down for the Shield director as the monstrosity flew over to her with a clawed hand brought back to deliver the impending blow. She couldn't move in time and could only brace herself for the hit. Her body violently flew to the side and crashed into one of the chambers. Sparks flew and equipment exploded as chemicals flooded the area. She didn't even scream as the chaos surrounded her. With both women down, the creature gave a loud roar of victory then turned to face where Scarlet Spider was at. Only the pried open grate of a vent was left as a sign of his presence.

Running down the vents of the underground hallways of SHIELD, Scarlet Spider made his way to where he could hear Eddie's cries of help. It was a maze of identical pathways as everything looked the same. To compensate for this, he left a glob of the magnesium webbing at each juncture to direct him back. He only hoped Laura and Carol could hold their own against whatever that creature was.

"Brock?" he called when he heard Eddie's voice. "Eddie!"

"Peter!"

Arriving where the blond man was, Scarlet Spider came to a stop as he saw Eddie laying on the floor below in a bloody mess. Kicking the grate of the vent open, he dropped down and helped Eddie into a sitting position. "Brock, what happened?"

"The creature…he tried…tried to rip my suit out of me but I…I held onto most of it."

"Can you move?"

"Yeah, if you can get the room to stop spinning. And why are there two of you?"

Picking him up, Scarlet Spider let him lean on his shoulder when a roar reverberated through the hallway. The loud thumping of four limbs barreling down the hall echoed around them with the creature separating them from the others.

"We gotta get back in the vents," Scarlet Spider said as he looked up.

"I don't know if this occurred to you, but I can't exactly climb up there."

"Just hold on." With a strong leap upward, Scarlet Spider got himself and Eddie back into the overhead vents a moment before the creature could tackle them both.

"Come on, Brock. We gotta go," The costumed teen said as he half helped and half drug Eddie down the vents.

"I'm trying as best I can. Have something ripped from you like that and see how good you feel."

Moving away from the vent opening, Scarlet Spider and Eddie ran away from the rampaging monster. If they weren't hunched down to make room for their heads, they would be much further along than where they were and not having to dodge large clawed hands breaking through the vent floors. Time and time again they were stopped by the red claws and Scarlet Spider shot them with his electrical webbing or fire webbing. It was hard to tell which hurt the creature more but he couldn't argue with the results.

"You know where we're going?" Eddie asked as they turned down another corridor.

"See the sparks at each junction? Magnesium webbing. Follow that and we'll be-"

Before he could finish, Scarlet Spider found himself separated from Eddie as part of the vent was torn away. The creature ripped through the vent easily and went to attack the costumed individual. In response, Scarlet Spider fired a shot of web at the monster's face. Trails of white smoke floated into the air as the substance burned into the red faced creature.

"Eddie, move! Get back to the lab and be ready for when I get there!"

"What about you?"

"Be right behind you!"

As the two separated, the creature succeeded in ripping the burning webbing off his face. Black scorch marks were left behind, forming a web-like pattern where it once was. As the creature looked back in the vent, Scarlet Spider leapt out over its head and landed in a roll out down the hall.

"Come on, come on," Scarlet Spider said through gritted teeth. "Follow me you piece of-"

The creature turned and roared at the taunting young man and charged him. Scarlet Spider took off in a full sprint, occasionally firing a magnesium web shot to keep the monstrosity from catching up to him. It followed him perfectly no matter if he ran on the ground, walls, or ceiling, it was always a few feet behind him. Keeping his eyes open for anything that may be useful, the vigilante zeroed in on a fire extinguisher and shot it with his fire webbing. The burning chemical compound made its way through the metal and caused the weakened firefighting tool to explode, staggering the creature and buying the young man some time to escape into the lab where the trap was set. Before re-entering the Jacosta lab, Scarlet Spider fired two shots of impact webbing down the hall before him from his tazored web shooter as well as a strand of electrical webbing at the light above and had it connect with the wall of web to form an electric barrier should the creature try to continue forward. He managed to repeat the process behind his chaser and just barely got clear as a claw ripped through the metal wall behind him.

"Laura, Danvers," Scarlet Spider yelled as he ran in the lab. "Oh my God."

"Parker…" Laura said as Eddie helped her to her feet. The large slash to her torso was nearly healed with only the faint trace of a scar left. It too would disappear in another minute or two.

"Eddie, get her out of here, that thing's coming. Where's Danvers?"

"Pete, she's…" Pointing over at the downed woman, Eddie showed him the body of the agent slumped inside a cloning chamber.

The costumed Peter didn't have time to check on her as the creature entered the lab. Another sickle sliced through the air but the three teens dove out of the way, although Eddie was now missing a few of the longer hairs on his head. Glass shattered and computer terminals exploded around the trio as they tried to avoid getting caught under the falling debris.

"It won't step in the trap, it knows what we have planned," Laura yelled.

"How?" Eddie asked.

"It could smell the chemicals."

"Just get ready to move," Scarlet Spider ordered Laura. "Brock, be ready to absorb it."

"Anytime, hero." Eddie summoned his suit to cover him and formed his tentacles on his back.

Firing an electrical webline, Scarlet Spider forewent shocking his target and instead tried to pull the creature into the center of the chambers. In one strong pull the creature slid forward but stopped itself from entering the trap zone. It countered by pulling back hard and yanking Scarlet Spider into the air, exactly like he wanted. As he flew through the air behind him, he cocked his right webshooter and fired a glob of his burning impact webbing behind the monster, sealing it from getting out as well as managing to catch it in the shot's splash zone.

With a screech of pain, the monstrosity leapt forward closer to the trap, creating enough room for Scarlet Spider to swing down and plant both feet in the creature's side. The impact was hard enough to knock it into the middle of the chambers as Laura quickly got out of the way and Eddie impaled it with his tentacles. The creature roared as it felt the four sharpened ends bury themselves into its torso and tried to counter the attack by shooting a tendril of its own into Eddie's stomach. Despite feeling his suit being forced out of his body, Eddie refused to let go and recalled his own suit from the creature.

"Brock, get clear now!"

At Scarlet Spider's words, Eddie fired several tendrils to the ceiling and suspended himself above the ground as he continued to reabsorb his suit. Scarlet Spider fired one last glob of impact webbing and covered the creature in the iron infused chemical before shooting a strand at it and activating the tazor. It didn't have enough juice left, forcing him to quickly switch it for the fresh one.

"Parker, any damn time!" Eddie yelled as he fought to regain his suit back.

Searching the pockets of the hoodie he wore, he couldn't find the spare battery. "Damn, lost it. Eddie, I lost the last battery!"

"Peter!" Laura yelled. She had grabbed Carol clear of the immediate area and sliced through a large power cable mounted to the wall and ripped it free of its restraints. She tossed one end at the costumed vigilante who had leapt into the air and caught it.

"Hey, Tommy Two Tone!" Scarlet Spider yelled as he sailed through the air with the power cable. "Eat this!"

Landing near the creature, the costumed teen buried the end of the cable into the dome of impact webbing, delivering a massive shock of several hundred thousand volts. The chemical laced floor provided an even better way of having the electricity fully engulf the beast. The creature howled in pain as the currant shot through it and Eddie ripped what was left of his suit out of it. His tendrils spasmed around him as he shot up to the ceiling and began to grow in size. The suit he wore became its original black color and was finally complete. Scarlet Spider in the meantime had jumped clear of the area and landed on a large table. He was forced to cover his eyes and ears as the creature unleashed a massive roar that shook everything the room. Bright explosions of sparks simulated a volcano as the monster began to shrink and dry up. The lights in the lab went out from the massive overload with the backup generators kicking in a few seconds later.

"Is it-" Laura said.

"Is everyone still alive?" Scarlet Spider asked.

"In one piece." Eddie answered. "Finally."

Kneeling down beside Carol, Laura checked her neck for a pulse. She let out a sigh when she found one, although faint. "She's ali-"

A yell of pain shot through the lab as the creature stood up from the burned up webbing. All three teens jumped at the sudden outburst and looked upon the charred human shaped abomination. Burnt pieces of Peter's suit still clung to him and attempted to reform around the dead agent's body as he fell forward and crawled towards Scarlet Spider.

"What the hell?" Laura said as she stood in front of the unconscious Carol.

"Parker," Eddie said as he descended from overhead. "I can hear it. I can understand it."

"What?" Peter asked as he ripped his mask off. "What do you mean 'understand it'?"

"Like I said, it's a symbiote. It wants to join with its other half. Carol was right. You still have it in you. You can never be rid of it."

Looking at the crawling creature, Peter shook his head. It let out a moan similar to that of an infant as it reached out for him. It was then when Carol's radio fizzled to life with chatter from a squad of SHIELD soldiers. They were close to the lab and had already run into the remains of the team from earlier.

"Parker, we gotta go," Eddie told him.

"Alright," Peter said as he stared at the suffering creature. "Laura, make sure she's…Laura?" Looking around, he couldn't find the female clone.

"Parker, we gotta go now." Eddie told him.

"Where's Laura?"

"I don't know, but do you want to be around when the rest of SHIELD gets here?"

"Yeah, okay." Peter took one last look at Carol, remembering what she said as he turned to where Eddie stood. "But first."

Cocking his right webshooter, he aimed and fired a ball of impact webbing at the pathetic creature crawling on the floor. The result was the glob spreading over it and burning what was left. It let out a death shriek as it died.

"I still don't like something like that in me. I want it out."

"You don't have a say in the matter, Peter. Now come on."

"Wait," Laura ordered. "They're coming with me."

The two men looked as Laura came out of the room she had barricaded the clones in. All wore light blue scrubs and looked the area over. It was obvious they were still getting used to their surroundings as they looked shocked at what they saw.

"You can't be serious," Eddie said. "What are you going to do with all the clones?"

"Not all, some." Laura glanced back at the room and saw a few of those who chose to stay. "I gave them a choice. Something I was never given."

"Okay," Peter said, "let's go. Brock, think you can find your way back through the sewers?"

"Yeah, I'll just follow my vomit from earlier." The sarcasm was thick in Eddie's voice.

"A simple yes would have sufficed."

A few minutes passed when the SHIELD team arrived at the Jacosta lab. Aside from the wreckage, all they found were several of the clones and an injured Carol Danvers. A medic ran up to her and quickly looked her over. He nodded, an indication she was still alive and went to work on stabilizing her before taking the agent to Med-Bay.

"I want this place sealed down. No one gets in without my say so, understood?" A pair of black boots thumped on the ground as a tall man took a stance in the room.

"Yes sir. What about Danvers? She's seriously injured," one of the agents said to his superior.

"Stabilize and get her to fair condition. I want her in the Warbird project. This was something she planned, it's only fitting she see it through to the end."

"And what of the escaped clones, Brock, and Parker?"

"Leave them be. It's about time that kid catches a break." The man looked over the remains of the burned suit. The deceased soldier, Mulligan, was turning into dust as the burning web continued to blaze slightly. "And get rid of this abomination. Parker's father was right. It was a bad idea to attempt to use the suit as a weapon. Another mistake I have to make up to the kid."

**AN: A special thanks goes out to SegaMarvel over on DeviantArt for recommending the electrical webbing before this story was written.**

**Also, please check out my X-Men Evolution story with my first OC if you haven't. I'm anxious to know what people think.**


	15. Chapter 15

Epilogue

**The next day:**

"You have got to be kidding me." Sitting in the back of a pitch black movie theatre, Gwen stared disbelievably at her two friends. Mary Jane was sitting against her boyfriend, Peter, who in turn was asleep.

Looking up at the sleeping teen, Mary smiled and turned back to the blonde behind them. "He's a little sleepy."

"And you're just gonna let him sleep in the middle of your date like that?"

"Well, he did get in rather early this morning. He looked so tired when he showed up at my window. And for some reason I can't figure out, he kept checking his eye lids for something and was happy when he didn't find anything."

"But still, he could at least stay up."

For the last hour and a half, Mary, Gwen, and Peter had been sitting before the big screen of the dollar movie theatre across Manhattan watching The Hobbit. Since it was so cheap and out of the way, there was no worry for anyone spotting them, regardless, they still opted to occupy the top seats furthest from the screen. Gwen took over three seats on the uppermost row with her large assortment of snacks sitting by her side. One seat was for everything she hadn't touched yet with the other reserved for the trash she made. Mary and Peter sat directly in front of her and despite the loud booming of the speakers, he had managed to fall asleep after an hour of the show.

"You know, you didn't have to come with us, Gwen. My mom was so impressed with the way Peter acted last night and during their talk this morning that she's okay with us going out again."

"Only if you check in every hour on the hour," Gwen pointed out with a wave of a pickle. "Besides, Pete promised me whatever I wanted for coming with you two and that was something I just couldn't ignore." She dunked her pickle in her left over cheese sauce from her nacho plate and took a bite. "So just think of this as a threesome date. I get a full belly, and you get the leftovers."

"Thanks a lot, Gwen. I'll remember that if you ever find someone."

"Free spirit, MJ, free spirit. Freebird am I and I is a freebird."

"And one crazy chick."

"Got that…crap."

Seeing Gwen's eyes enlarge and how she moved to the edge of her seat at something other than the screen, Mary turned around and followed her friend's gaze. At the bottom of the slanted row of seats was a young man staring at them. The red head nudged her boyfriend as Gwen put down finger foods. By the time Peter woke up, the young man was standing beside the three with his hands in his pockets.

"Flash?" Gwen asked.

"Yeah," the jock answered.

"What do you want?" Ben sleepily asked. Mary had a guarded expression that matched the others.

"I just want to talk to Parker in private."

"Whatever you have to say to him," Mary said. "you can say to us."

"If you have something to say, just say it, Flash." Ben was ready to bounce out of his seat if the bully attempted anything.

Waiting for a moment for the movie to reach a quieter part, Flash shifted uncomfortably and looked the three over. "I know."

"Know what?"

Taking a quick glance around them to make sure no one else was in the theatre with them, Flash continued. "I followed you from your house. I knew it was you since that dodgeball game in gym. You can fool everyone else but you can't fool me…Peter."

Ben's eyes narrowed and his muscles tensed.

"You think a haircut and a bleaching can hide who you really are? What are the odds of someone who looks an awful like Peter coming to school here and hanging out with his old girlfriends? If anyone can tell who you really are besides them, it's me. I picked on you since we were kids. I know how you move when I come at you. It took me a while to be sure, but it's you, Peter Parker, Spider-Man."

A sneer developed on the outed Peter's face as he never took his eyes off Flash. Mary and Gwen didn't know what to do and weren't in any position to stop them if something were to happen.

"So," Peter said, his eyes never leaving the jock as he stood up. "What do you want to do about it?"

Flash only pulled his hands from his pockets and kept his eyes trained on the vigilante.

**Harlem:**

Within the confines of a dilapidated building, several individuals sat around a small room with a single lamp providing a light source. Wrappers of fast food hamburgers lay scattered on the floor along with empty drink cups and unneeded clothing. None said a word for the last few hours, only stared at each other with questioning looks. Among them, two were shied away from the most, the female with blue skin and the man with glowing red eyes. Even the man with large silver wings wasn't shied away from since he looked somewhat normal.

Aside from the creaking of old wood and their steady breathing, the only noise that could be heard was the steady pouring of a light rain outside the only window that wasn't covered up. Minutes passed with the people taking suspicious glances at each other when a pair of boots landed on the fire escape outside and opened the window to gain entry. A large red and white cooler was shoved in, landing with a thud as Laura, or X-23, made her way in behind it.

"Lucked out," the soaked woman said. "Field trip. Doubt they can't go one day without their eats." She started tossing out paper bagged lunches to the others who began to devour what was given them.

"Do any of you know who you are?"

She received no answer.

"Your memories will kick in soon. Mine did in about thirty seven hours. Just…certain things have changed. Some of you are not who you think, will think you are, but know this, we are on our own. Whoever you think you were, who you knew, forget it. We were made to replace those that have fallen to protect people from the ones who want nothing more than to bring pain, chaos, and death to the world. If you still want to do this, stay. If not, there's the door. I won't hold it against you if you leave right now but if you stay, you listen to me."

"Wha…what abou…about the…the X-Men?" the female colossus asked. Her short black hair was slicked back with a strand hanging carelessly over her left eye.

Laura looked over at her before taking a seat on the cooler. "The X-Men you know are dead. There is another group going by that title but that is not us. We…you will never be X-Men again. We operate around them. We operate separate from them and stay in the shadows because our kind, mutant kind is looked down upon. Our only ally is The Spider Man, not the one you'll see in red and black, but the original, the one in red and blue with a grey hoodie. Parker, he will help us if we need it."

"What makes you think he will?" a man with dark brown hair asked from his corner of the room.

Laura shook her head and grinned ever so slightly. "I just do." She looked around at the six that had followed her. "As soon as you can remember who you are, as soon as you discover who you are, we move out. Like I said, we are not X-Men. We do not go public. Your old life is gone. Today is the start of a new day for us all. So be ready. We're gonna take over where the others have left off."

**And there you have it, end of part four of my Ultimate Spider-Man saga with a possible spin off involving the runaway clones. Thanks to everyone who stopped by and read, favorited, and commented. Stop by my author page come late spring/early summer for the next arc of the saga.**

**And now, for the soundtrack:**

**Burn in my Light – Mercy Drive**

**War of Change – Thousand Foot Clutch**


End file.
